30 Days of Night
by kimah36
Summary: Leonardo receives a note from Karai asking him to meet her and come alone. Despite his better judgment Leonardo decides to meet with her to hear what she has to say. Caught in a game of emotional cat and mouse, he must choose between what he desires in his heart, or sacrifice for the safety of his family. 2k14 Leo/Karai
1. Chapter 1

**A/N: Hello readers! I have been encouraged by nemoshewolf to re-upload a previous story that I titled 'Wells Run Dry'. This is about secret meetings between Leonardo and Karai. I've set this to have taken place between the 2k14 movie and my first story Predators and Prey. You may read this as a stand alone, although of course I encourage anyone to read my other stories.**

 **Thanks so much for reading and all the support and reviews that I have gotten. Special thanks to nemoshewolf for encouraging me to repost this.**

* * *

All was quiet. Leonardo sat in the dojo trying to clear his mind and figure out just what the hell had happened. Even though he had already met with her, he still held the little note with her slanted handwriting scrawled across it.

 _Meet me. Water tower. Come alone  
-Karai_

He had been ready for anything. It could have been a trap or an ambush, and for those reasons he should never have gone alone. He should have told his family immediately, but something stopped him from doing the right thing, the safe thing. Like a moth to a flame he was drawn inexplicably to her call. Now, sitting alone with time to think over the night's events he still couldn't bring himself to tell anyone, and he had every intent to see her again. What if what she was saying was true? What if the Foot Clan was no longer a real threat? Their activity had been next to nothing for almost a year now. He tried to reason with himself, tried to make his actions justifiable. He couldn't rationalize his actions. Leonardo took a deep breath and released it slowly. If any of his brothers had known about this they would hang him by his shell. He kept replaying the scene over and over in his mind. The way she had held her hand to her mouth and giggled. The smell of her, oh the smell of her. It was cherry blossoms. Even now he could smell it. He shook his head. What was he thinking? This is Karai, he thought to himself. It was because of her and the Foot that Splinter was hurt, that the old lair was destroyed, and that they were captured. It was Shredder's plan but she was the instrument he used. What had she said about him being dead and her being alone? Perhaps she was as much a prisoner as any of the foot soldiers? Sometimes good people get caught doing bad things. Sometimes they are even fooled into believing that these bad things are good and worthy things. After all, Karai was a woman and Shredder a man. Wasn't it at least remotely possible that she had been lured into that life and just didn't know how to get out? Look at me, he thought again. I'm ridiculous. Why am I so eager to give her all these excuses, and jump to all these conclusions?

 _Because you like her already_

That was insane. How do you already like a woman who so far as you know was perfectly willing to execute innocent hostages, and be complicit in the attempted murder of the majority of New York City?

 _The heart wants what it wants, and in any case you are more alone than she will ever be, sewer freak_

 _No, I won't think like that._ Slowly he rose to his feet still clutching the useless piece of paper. The meditation was going nowhere fast. He trudged to his room, mentally exhausted. He laid on his bed staring up at the ceiling, willing himself to sleep but his mind just kept churning. Her kimono, her demure manner, the cherry blossom scent, and the way he could tell she was strong despite being small. His tail twitched. He rolled over on his side and did his best to bring his knees up, curling into a loose fetal position. He could think clearer in the morning...he hoped. Leonardo closed his eyes and begged sleep to overtake him.

* * *

Karai had made her report to Shredder. He listened quietly, and gave only a single grunt and slight nod, dismissing her. Whether he was pleased with some piece of information or development she never actually knew. She figured as long as he wasn't executing you on the spot or threatening it you were okay.

In her private quarters she undressed and showered. In order to fulfill her ultimate mission of recovering mutagen, and synthesizing it she had made a few small rooms into a private apartment in the underground facility in Brooklyn. As the warm water washed over her all she could was think about the mutant turtle. Their size and strength she had already noted from their fight in the subway, and the day they abducted them from their hideout.

Karai thought back to the day they brought them to the labs. She decided that she would not meet their gazes, or listen to any pleas from them. She did not like mutants as a rule, but creating them, and in that particular case killing them, served as a means to an ultimate end. For all that, he had penetrated some small part of her psyche. She had made the mistake of looking into his eyes, those small oceans of his. Karai had turned her head that day, instead focusing on some task or another, anything to distract her from the sight. She ended up looking again in the few minutes before Eric Sacks had entered the holding area where they kept the mutants. It was Leonardo that looked at her, threatening to peel away her layers without speaking a single word. To her surprise he did speak to her.

 _"Let my brothers go. I will stay, you can do whatever you want with me but do not hurt my brothers." He said, pleading but not at all begging._

 _"You should know your pleas are falling on deaf ears. You and your...brothers will be more than hurt, you will be dead before nightfall. I suggest you find solace in that fact." Karai said coolly, being direct but ever so slightly averting her eyes from his._

 _"Solace?"_

 _"Yes. Your death will be quick, relatively painless, unlike your miserable rat father." She said, pleased to have shut him up._

 _His mouth became a thin line as he set his jaw, and thankfully did not speak to her again._

Karai stepped out of the shower, dried off and laid in her bed. She slept in the nude more often than not, and only when she was not at Shredder's compound. She viewed the simple act as a moment of freedom. You were never as vulnerable as when you were naked. She had very few chances where she could allow herself to feel vulnerability, or a sense of ease and comfort. Her life was rigorous from the beginning. For as long as she could remember she had been with Shredder. She didn't remember a time where she wasn't training, fighting, and eventually stealing and killing under his command. He was for all intents and purposes her father. He held that position because he raised her, if you could call that raising a child. He didn't do fatherly things. Karai tried to think back to a hug, a kiss, a smile, a moment of tenderness. She couldn't recall any such memory. It had created a cold, ruthless, and callous woman. He used to touch her, but there was neither love nor good intent behind that. She pushed it away. Karai turned on her side, reaching underneath the pillow and running her fingers across the small sheathed blade she hid there.

Karai's mind kept turning. She was in the underground labs to ensure the successful completion of the mutagen recovery mission. As always she was determined not to fail. Shredder had tasked her with not only mutagen recovery, but the building of a mutant army that would be under his control. She was also thinking of this other side mission to infiltrate the turtles group. He commanded it of her in almost an off-handed way. His reasoning was to find out where they were holed up, and simply to watch their every move and report it. She was specifically instructed not to fight them or try to destroy them. That was odd considering that was all he could talk about for the past two years. He was extremely one track minded when it came to them. Personally, she was tired of hearing about the turtles and mutagen. She could think of several different ways to take control of the city that didn't involve either of those things. Her father had been extremely secretive about the origin of the mutagen, and how he came to know about and use it. When she thought about it, he had become increasingly secretive about a great many things, gradually excluding her from his more closely guarded plans and thoughts when once she was his one trusted confidant for such things. She turned on her back. The thought of that made her somewhat sad. It was bittersweet. She both loved and loathed her father and all his plans and vendettas. He was entrusting Eric Sacks more and more. She absolutely hated him, always had. He was sneaky, vindictive, manipulative, and she believed he had ulterior motives to overthrow her father for control of the foot.

She forced her eyes closed. When she did, she saw only Leonardo's piercing blue eyes. They were captivating and terrifying when she thought about the intelligence behind them. How could a mere turtle transform into something like…them? She couldn't keep thinking about it. She kept her eyes closed and eventually felt sleep stealing its way over her. Before she could fall off the edge of wakefulness, she thought about the next time she would see him. She told him to meet her again, and that she would have answers for him. She wouldn't disappoint. For the first time in a long time, Karai smiled as she drifted off to sleep.


	2. Terms and Conditions

A light rainfall had come and gone, making the roads slick and the rooftops shimmer under the moonlight. He was early. Patrol had been uneventful as was the norm, so they had cut it short and gone back to the lair. He told them he was simply going to get a little fresh air, and that seemed good enough for his brothers. Leo sat cross legged on the water tower, _their place._ This was just their second meeting, and already he was thinking of things as theirs. Again, he was ridiculous. Slowly, Leo was accepting the fact that he was a romantic, perhaps even a hopeless one. He didn't dare get carried away into a fantasy land where Karai was good and all was right with the world. He still needed to be on his guard. It was like master Splinter told them, a kunoich's greatest weapon is deceit and illusion. He needed to remember who exactly he was dealing with.

He heard her approach before he saw her. She was extremely quiet, but he had been listening closely.

"Konnichiwa Leonardo-san" Karai said with a slight bow which was more like a nod of her head. She made sure to smile sweetly as well.

"Karai." Leo said rising from his position. He took in the sight of her, committing each detail to memory. Her hair was still in a messy bun, and she wore a different casual kimono. He imagined she must have a closet full of those, all different colors and patterns. He thought she was the kind of woman who would look good in a trash bag had she a mind to wear one. He was surprised to find he was genuinely glad to see her.

"So now what? Are we talking or fighting or what Karai? You said you'd have answers for me when next we saw each other. I'm ready to hear you out." He stood there waiting patiently. Karai was looking at him, then turned her gaze to the city sprawled out below them.

"Whatever we are doing I certainly didn't come here to fight. I just need someone to talk to, and there isn't really anyone else is there?"

Leonardo made no reply, but he was taking in every word she said. He was rolling the words around in his mouth, tasting them like a poison taster for a king. He was testing them for truthfulness. So far so good. Karai sized him up, let out a barely audible sigh and looked out over the city, trying to find the words to continue. She knew right where she should start.

"I'm sorry." Simply, and she was surprised to find out, truthfully.

Leonardo took that in, himself looking out over the city. It was his turn to find words to say.

"That's not good enough, but we can start there. I guess we have to start there don't we?" He said, looking over at her. She wasn't wearing an expression so far as he saw. Then again when had she ever allowed what she was thinking to telegraph over her face?

"When I got word that he fell from that building, I went numb. I don't know how much you know or what you know, but he is my family." Karai said. Again, surprised at just how much of this was truth. She had meant to misdirect, to give half-truths, to flat out lie, and found that so far those things hadn't been necessary yet.

"I spent a great deal of time recovering from my own wounds and injuries. Your brother crashed into me like a speeding train. A few weeks I spent resting, and thinking. I did a great deal of thinking." She spoke slowly, feeling the words out as she spoke them. She thought back to her time in recovery. While she lay there refusing to pity herself, scenarios had played in her mind. All of them by turns making her heart soar with hope, and quake with fear. There would be no better opportunity to disappear. Go away, maybe to Europe, Southeast Asia, anywhere where she could be Karai without attachment or fear. There was enough money at her disposal to make it happen. Then what of the Foot Clan? One that she was raised in, taught to believe in, have loyalty towards, had sacrificed for its comeuppance? Could she leave her father's legacy in the hands of Eric Sacks whose greed knew no bounds? A man who knew nothing of war, fighting, honor no matter how wayward or misguided it was.

Leonardo waited patiently for her to finish her thought. Her brow furrowed and her mouth seemed to want to say more, but she held it in. Her eyes became a little distant as though she were lost for a while in her own head.

"That took a lot out of all of us Karai. We all had to heal from what you and your Foot Clan put us through." Leo said, not allowing the cause of all the trouble go unspoken or forgotten.

"Here's what's going to happen Karai. I don't know exactly where this is headed, but I'm going to lay down a few ground rules. If you contravene any of them this ends. Depending on how you break these rules, it may end peacefully or violently and it will be your choice completely. Don't speak until I'm done." Leo said noticing that her mouth had opened as if to speak, and she wore an incredulous look. Perhaps no one had ever spoken to her that way besides Shredder. Leo continued.

"We will not speak about my brothers. We will not speak of my sensei. We will speak about you though. You will answer my questions, directly, when I ask them. If I sense any deceit of any kind from you, you will regret it more than anything you have ever regretted in your life, I will make sure of it." Leo turned towards her to see how his words had affected her. She wore a tight expression. He could tell she was angry at having terms thrown at her that she could not negotiate, by the way her jaw was clenched and a fire burned in her eyes. However she did not speak.

Karai looked up at him and gave a slight nod in agreement. Leonardo was not mollified.

"I'm going to need you to tell me verbally that you understand. If you disagree with my terms you may leave. If I see you afterwards we will be enemies, and these meetings will never have existed."

"We _will be_ enemies? Then does that mean we are not enemies now? If we are not enemies, then what are we?" Karai asked, not answering his question already breaking a set rule.

"There is a truce for now. Don't think that you have distracted me for a moment by answering a question with a question. Do you agree to the terms set or don't you?" Leo stared down at her, and it was his turn now to wear no expression. This was all business. She would agree or not, but if she played a game or asked another question he was walking off this rooftop and she would be dead to him. A moment passed as she looked directly into Leo's eyes. It seemed to him by the way her eyes searched his own, that she may have been trying to figure a way to a more slippery agreement. An agreement she could not be completely pinned down for giving. After a moment or so it seemed she resigned to her fate. Her eyes dropped slightly.

"Yes, I agree to those terms." Karai said simply. She felt her cheeks go hot with rage and embarrassment. If it were not for the mission at hand, she would have made him beg for mercy for addressing her in that manner.

"Good. Now we may move forward." He paused for a quick moment before asking the most important question that he still hadn't gotten an answer to.

"Since we are not fighting, yet, why are you here? Why were you spying on me? Don't even fix your mouth to say you weren't, because there was no other way to know where I would be at that time to even pass me a note to meet you. By all rights I should be collecting your head so to speak for what you have done. I have a long memory Karai, and I hold grudges." Leonardo stepped into her personal space while talking, backing her up until her back was against the cold rust of the water tower. She was glaring back at him with steely eyes that were a little too glassy looking. She looked as if she were about to cry, more from being chastened than hurt feelings. Good.

"Do not for a moment believe that it has not crossed my mind that you are here to infiltrate my family. Ply me for information perhaps with cherry blossom perfume and the promise of pink kimonos." Leonardo leaned down putting his face almost in the crook of her neck, whispering in her ear. He felt her tense slightly at his close proximity. A basic rule of the ninja, unbalance your opponent in whatever way you can. He inhaled her scent deeply, half closing his eyes. Then he whispered to her.

"Don't lie to me." He was tantalizingly close to her. He could sense her emotions through the different scents she was giving off. The most prominent being anger, then underneath that coiled like a snake about to strike, the readiness for potential fighting. He guessed he shouldn't have been surprised by that, he had after all stepped completely into her personal space, something ninjas did not allow as a rule unless invited. The other scent he was completely taken off guard by. It was a scent he had never smelled before, but his primal instincts understood without question. Karai was aroused, really aroused, almost flustered by it. He was careful not to let it show that he knew that. Could it have been him that got her that way? Logic said yes, but how could a human woman be turned on by him or anything he was doing?

Leonardo stepped back a few feet, giving her space to do whatever it was she was going to do now, whether that was run, stay, or fight he didn't know. He watched her intently. She was doing a good job not allowing her breathing to betray the cold look she was giving him. However, the way her eyes kept shifting back and forth and the telltale bite mark on her lower lip did enough of the talking. Finally she managed some words.

"I'm not lying!" Karai said almost screaming it. She looked furious and maybe a little hurt at the insinuation. Leo thought she had a lot of nerve for that look. Then looking down between her feet she spoke much more quietly, "I won't lie."


	3. Groundwork

Leonardo looked her over. Her cheeks were flush, and he was sure it was from more than just anger but he couldn't be distracted by that right now. She was quickly regaining her composure as she stepped away from the water tower. She couldn't believe she had allowed him to invade her personal space that way, but it wasn't as if she could truly retaliate. She had a mission to complete and it involved gaining this mutant's trust. If she had to allow him to feel as if he were in control then so be it.

"Since we've established that you will tell the truth, the whole truth, and nothing but the truth maybe you can start by telling me what you hope to accomplish by speaking to me. Are we having pro bono therapy sessions or what?" Leo said with a small snort of laughter.

Karai scowled a bit and took a seat on one of the old water mains running across the roof. She pretended to be emotional and slightly bewildered.

"I told you I have lost everything. The foot have disbanded now that Shredder is dead. Everyone has tried to do their own power grab in the wake of that fact," she said watching Leo's reaction from the corner of her eyes.

"And you didn't try to do that power grab. Why not?" He asked, the skepticism apparent in his tone.

"No. I mean, I thought about it but I also thought that perhaps this was my chance. Maybe, I could be free of this kind of life," Karai said. Again she was surprised by the amount of truth she had really interjected in all of this. She really had thought about putting it all behind her.

Leonardo considered that. He too had thoughts sometimes of simply leaving all the responsibilities and hardships of being the leader. He loved his brothers and he knew they loved him too, but sometimes he could feel their loathing when he made decisions that went against their will. As they had gotten older and situations became more serious, he found himself having to make hard decisions many times on the fly and without Splinter's immediate input.

"Tired of being a criminal?" Leo said, and it was the last straw. Karai gave him a dangerous look and got up to leave.

"Where're you going?" He asked her slightly confused.

"I did not come here to be mocked at every turn, mutant." The last word was spat like a curse. Leo wanted to be angry, but felt a bit guilty. Maybe he had said one quip too many. Raph always said he had an asshole streak, and Leo was thinking maybe he was right about that.

He watched to see if she really was leaving, and when she made as if to jump off the water tower to the landing below he came up behind her.

"Wait Karai, please," he said placing his arm in front of her as though it could stop her from leaving. She turned waiting to hear what he would say. The wounded look she gave him made him feel like even more of a douche.

"Listen, I'm…..sorry. Okay I shouldn't have made light of what you were saying. If you can be genuine, then I will deal with you in honor." Leo said sincerely. Karai's face softened after a moment or two and she backed away from the ledge. Leonardo started to reach out and touch her shoulders like he did when was apologizing to his brothers, but then stopped himself. She'd spat out the word mutant like a four letter word. There was no way she wanted him to touch her, he didn't care what scent she was putting out earlier.

Karai resumed her seat but said nothing for a while. Feeling he needed to just chill out as Mikey always said, Leo tentatively took a seat next to her making sure to have sufficient distance between them. He waited patiently for her to speak again.

"To answer your question despite its rudeness, yes. I am tired of being a criminal," Karai began. "I remember nothing before Shredder raised me. I only know that he adopted me because he made sure to stress the fact that we did not share the same bloodline."

Leo was looking intently at Karai but didn't dare interrupt. He was surprised by the way she was offering up information without him asking directly for it. Whether she was making things up or not he didn't know, but she seemed to be sharing honestly.

"Oroku Saki. That name used to inspire respect, now it just inspires irrational fear. The foot clan went from highly respected to nothing more than a crime syndicate, all under the guiding hand of my father." She said and went silent, lost in memories of her past.

"When did it change? What changed him?" Leonardo asked, not sure if he wanted to know, and then being quite sure that he did. If anything it would help him to understand his one-time enemy and perhaps it may help him predict any future issues with the foot. Master Splinter stressed knowledge of one's enemies.

"I don't know. He was never what anyone would consider a 'good' man in the traditional sense. He wasn't a good father either, he simply managed not to be evil. He was always stern and hard. He never hugged or kissed me, well not really." Karai said, still looking straight ahead into the night.

"What do you mean he never kissed you but not really? He either did or he didn't" Leo said without one shred of douche baggery in his tone. Karai's lips became a thin line. Leo could almost see the wall coming up and the drawbridge closing.

"You agreed to answer my questions," he said trying to make her answer by reason of her agreement to his terms, and still she did not answer. She did turn to give him a withering gaze though.

 _I don't want to talk about that_.

Leo wanted to push the issue but thought better of it. Trust was a two way street, or so Splinter had always told him. He could be a hard ass and walk away like he vowed to do if she broke a rule, or he could show some patience and simply accept what she was giving freely. In just these couple of meetings with Karai, Leonardo was discovering some truths about himself. He was a terrible control freak, the need to control this situation on all levels was threatening to end whatever this was. He wasn't prepared to end it. He wanted it to keep going, wherever it might lead. He hoped it wouldn't bite him in the shell later on, although he was sure that in some way it absolutely would.

"Okay, we can leave that for now." Leo said simply, not knowing where to take the conversation from here. A few moments passed before he spoke again.

"So, where are you staying?" He asked attempting to change the subject.

"Brooklyn." Yet another truth. You'd think she knew the meaning of misdirection. She did of course, but there was something about this mutant. Something about this Leonardo that brought out another side of her. She wanted to tell him her whole life from beginning to end. For what reason she didn't know.

He had a commanding presence like her father, but his was born of good and of a need to do and say what was right. Leonardo wanted to be respected by those around him, not dreaded and feared.

This mission had been a huge mistake for both Shredder and for herself. She didn't know how the mistake would present itself, but she knew that however it played out she would end up at one of the most important crossroads of her life. Karai shook her head. Now wasn't the time to become lost in a world of dreams and hypothetical scenarios. As she looked into the night sky she felt that it was time to go. She had said enough. She had given this turtle more than he had asked, and in return he had given her nothing.

"Are you hiding from Sacks or the rest of the foot clan?" Leo asked bringing her into the present moment.

"Yes," she said, relieved that she could muster up a lie. She was starting to think she'd lost her touch. Leonardo seemed to accept that without issue.

"It's time for me to go," Karai said, thankful that he didn't protest when she got up to make her way off the water tower.

"Yeah I agree. It's time for me to get out of here too," he offered standing up himself and sort of walking her to the ledge like he was walking her to the door or something. He felt like a doofus doing it, but it seemed wrong to not 'see her off' so to speak.

"Does your family miss you when you're out like this?" She asked turning to face him before leaving. He gave her a blank look. He didn't intend on answering a single question about his family, not even this innocuous one.

"The only reason I ask is because I want to see you again, Leonardo," Karai said and smiled sweetly at him. For a split second she saw his dazzling blue eyes twinkle a little more at the revelation that a woman was consistently requesting his audience.

"We can meet again," he said trying to keep his tone casual. Inside his head was swimming and his heart started pounding for no reason. She wanted to see him again. What color kimono would she be wearing? He thought blue would obviously look good on her.

"That would be wonderful Leonardo. I look forward to our conversations," she said as she lowered herself down to the platform below. She didn't want to give him time to answer, and in reality she didn't want him to see her blushing either. She prided herself on her poker face, and she wasn't going to ruin her reputation now.

"Okay," Leo lamely called after her. _'That would be wonderful Leonardo…'_ why did she have to say his name like that? So softly with her accent? He closed his eyes and got himself together. He waited on the water tower until he thought she was really gone. You could never be too sure. He thought he was liking having this secret, but that didn't mean he trusted her.

Leo leaped down from the tower, landing silently in the alley below. He circled around the block to the manhole and dropped inside. He took a slightly alternate route to the lair just in case. When he was almost home he went into a full sprint trying to burn off the extra energy. He hoped his brothers would be asleep, but Mikey had gotten a new game recently so there was a chance he'd be up playing it.

* * *

When he entered the lair sure enough Mikey was up, but thankfully he was the only one.

"Hey bro," Mikey called while not looking up at Leo.

"Hey Mikey. What're you playing?" Leo asked in hopes that his interest would keep Mikey from asking return questions. Mikey kept his head buried while answering his brother.

"Ninja Gaiden Sigma" he said, then muffled a scream as he died on the game. For once Leo was actually interested. He didn't play games as much as Mikey so wasn't up on the so-called new ones. He didn't even know they made ninja games. Leo came over to watch Mikey play, but Mikey turned it off and yawned loudly.

"Gone to bed?" Leo asked, a little disappointed he wouldn't get to see the game played.

"Yeah bro, I been playing this thing forever. Can't get past the boss. That means it's time to hit the sack." Mikey said getting up and stretching, and letting off another loud obnoxious yawn.

"Have fun topside?" Mikey asked casually. He was already heading to his room when he asked, so Leo knew this wasn't some attempt at catching him up. The question caught him off guard though anyway.

"I don't know if I would call it fun. Was just getting a little fresh air was all," Leo called out just as casually.

"M'kay. G'night Leo," Mikey called behind him and closed his room door.

Leo smiled and breathed a sigh of relief. He wouldn't have called it fun per se, but his night was exhilarating. He went into his room, stripped to his undies and laid down. He closed his eyes and tried to recall Karai's signature scent, and was pleased that he could. His tired mind wanted to warn him of this egregious error in judgment he was making, but it was too late. He smiled as drifted to sleep.


	4. Concubine

Karai made her way back to Brooklyn. She knew that before she could get comfortable and call it a night she needed to make her report. Shredder had come to keep an eye on the various projects being ran at the facility, but Karai couldn't shake the feeling that he had primarily come to watch her.

As he had commanded, she entered upon him where he met with his henchmen. The room wasn't as large or as ominous as the throne room in the cathedral, but it wasn't for lack of trying to make it so. Karai was prepared to see Shredder seated on high, but what she wasn't prepared for was his two concubines next to him. Setsuko and Kazuko of the foot clan. Shredder's elite guard and his two personal whores. Goody. She could hardly contain her disdain as she knelt before Shredder, ready to give her report. They stood like sentinels on each side of him, not saying a word but giving Karai a devious look all the same. Karai promptly ignored both of them, especially Setsuko whom she hated with a passion.

"What progress have you made with the mission at hand?" Shredder asked. Karai looked down at the pristinely clean floor she was kneeling on and felt a shiver of hate roll down her spine. No konnichiwa or anything, just down to business.

"It has only been two meetings, but I believe I have captured his attention. He seems to be willing to trust me eventually," Karai said. Setsuko smiled and Kazuko had to stifle a giggle when Shredder growled his disapproval at both the news Karai reported and at the two women's antics behind him.

"Eventually?" Shredder asked. Karai didn't know if this was a rhetorical question or not, but she chose not to answer it to be on the safe side.

"I need you to infiltrate them as quickly as you can. It shouldn't take long." He demanded as if it were by some spell she could make Leonardo trust her.

"He doesn't trust me to bring me in any closer. He is guarded about his family-"

"His family?" Shredder scoffed, not believing his own ears. "Karai do not lose focus. These are nothing more than animals. Freaks of nature. They have no family. He is a turtle who merely thinks he is a man. You are a beautiful woman. Use whatever you can to persuade him…however you can." Shredder said.

Karai shuddered. Could he have been implying what she _thought_ he was implying? Of course he was. This was Oroku Saki she was talking to. He did not believe in leaving stones unturned when it came to completing objectives, no matter how depraved or disgraceful.

"Karai?" He asked impatiently. "Do we have an understanding?"

"Hai, Master Shredder," she said as he gestured to her to leave.

Karai rose to her feet determined not to show that his words had affected her badly. He had implied that she flirt with Leonardo, a mutant, and perhaps do more than that. _However you can_. That meant exactly what she thought it did.

Karai made it into the hall halfway to her quarters before Setsuko materialized in front of her. She was a pretty woman, but completely unscrupulous and Karai believed her to also be a bit psychotic.

"Soo, he sent you on a mission to infiltrate that group of turtles that you captured….and then lost?" Setsuko asked, already knowing the answer. She circled Karai slowly, her finger lightly tracing Karai's collarbone as she went round her. She made these appearances when she could simply to get on Karai's nerves.

It had been this way since they were children making their way into the foot clan as proper members. Setsuko was always several steps behind Karai in overall mastery of ninjutsu. Setsuko's jealousy started there, but truly flourished when it became clear that Shredder was grooming Karai rather than her as heir to the foot clan. However, what Setsuko lacked in combat prowess, she more than made up for in the art of deceit and using her sexuality to manipulate.

"I asked you a question," she said standing just behind Karai and almost breathing down her neck. She stood a couple of inches taller than Karai so she was able to properly hover. Setsuko brought a hand up to Karai's waist and rested it there.

"Get your filthy hands off me, whore," Karai spat as she turned to face Setsuko. The woman rolled her eyes and shrugged one shoulder, as if to lament that Karai couldn't take a joke.

"Hopefully you won't be this unapproachable when you have to consort with that mutant," Setsuko said, tittering and giving Karai a wink.

"I won't have to lay on my back to accomplish a simple task, unlike some people I know," Karai said allowing herself a smirk, and on the other hand reprimanding herself for even getting into such a meaningless tit-for-tat with this idiot.

"Oh really? That's not what 'Roku seems to think. He thinks you absolutely need to 'lay on your back' to get this done," Setsuko said, a smile playing at her lips as she licked them. She was also giving Karai a good once over as she did so. Karai gave her a look of disgust.

"I grow tired of you Setsuko. Slither back to my father's bed where you belong. It's the one thing I suppose you can do halfway decently. If you practiced fighting half as much as you practiced cracking open those disgusting legs of yours, he might be grooming you instead of me for the top position," Karai said, hitting the sore spot. Setsuko's smirk turned into a grimace and her eyes darkened. Karai was pleased to have put her into her place at least for a little while.

"Just go fuck your turtle mutant and try not to scream too loud when he rips you in half. I've heard turtles are quite large and can be very amorous," she called behind Karai who was making her way to her private area, no longer listening to Setsuko.

Karai closed the door behind her. Once again she stripped and showered, then lay in her bed to sleep. She stared up at the ceiling trying to will sleep to come to her but it wouldn't. All she could see was Leonardo's face every time she closed her eyes. He got close to her tonight, very close. She couldn't help herself and she was angry at that. She never let her guard down, but tonight she almost had.

He smelled of water and somehow of the forest floor after a rainfall. He was clean which surprised her given where he lived. She was maybe perhaps chest level with him, and it was all she could do at that moment not to openly rove her eyes over his physique. She couldn't control the pairing of his thought with the insinuation that she actually seduce this mutant if need be. Karai turned over on her side fluffing the pillow under her head angrily. Why would he say something like that to her? In front of the terror twins no less. Her imagination tried to run away from her, but she stopped it forcibly.

It was unfathomable, the thought of doing _that_ with Leo. She shut her eyes against it. The clock read 3:00 a.m. before she finally felt the slightest nudge of sleep. Leonardo crept into her dreams along with the smell of rainfall and moist forest floor.


	5. Love the Way You Lie

Summertime in the city could be oppressively hot, and on the worst days the heat did not abate at night. Leonardo sat waiting on the water tower, ironically thirsting for water and not having any. He should have stolen one of Raph's sacred water bottles before he came out here.

Thinking of Raph, Leo almost didn't get out of the lair tonight because of him. Honestly, he was going to have to be a lot stealthier if he wanted to keep leaving the lair and answer as few questions as possible. Running into Raph on the way out when he thought his brother was in his room was gonna have to be a no-no from now on. Then he had to promise to bring him beer, something Leo was staunchly against doing but if he wanted Raph to keep thinking he was out just having a little alone time, he would have to concede on things. Leo sighed heavily. Already the lies and the sneaking and the deceit were starting up, not to mention the compromise on his values with the beer. He just hoped it would be worth it in the end, whatever the end was for this.

He was sitting on the water main waiting. She was never late although no times had ever been set for their little soirees. It was just intuitive he guessed. Finally he heard small footsteps and then he saw her. They needed another way up here or another spot if she was going to keep wearing those kimonos. Although he figured it wasn't too much of a problem. She never complained about it, and since she was a ninja he was also certain the kimono didn't truly encumber her.

Instinctively he stood to meet her as he had been taught to do when you meet people. The occasion was rare indeed that any of them would purposely meet anyone, so he was glad to have a chance to use his manners. His eyes lit up. Karai was wearing a sky blue kimono. Not quite his shade but close enough.

"Konnichiwa Karai," he said not really sure if he should go to her all the way or not. The last few times he stepped into her personal space he was threatening her. Then he remembered her body's response and had to suppress a smile.

"How are you Leonardo-san?" She said as she smiled that sweet demure little smile that he liked to see. She smoothed a tendril of hair behind her ear as she bowed slightly before coming closer. There was a moment of awkwardness, as both of them knew that customarily in a greeting such as this you hugged but neither of them were comfortable with that. His mutation and isolation from people obviously led to being generally uncomfortable around humans, and ironically her upbringing had done the same to her. So the bow would be enough as she took a seat next to him, again at a reasonable distance.

"I'm doing okay I guess," he managed settling himself back on the water main. He seemed a little apprehensive. Karai couldn't peg whether that was his normal personality or if he were only that way because they were meeting up,

"You guess? What's wrong?" she asked taking something out of a small bag she had in the sleeve of her kimono.

"What are we doing? Where is this going? What are you looking for?" he asked watching her hands. He tensed for an attack, but relaxed when she took out a little food and started nibbling. It looked like some kind of small cake and it smelled delicious.

"Goal oriented," she said, taking a small bite of the plain cake she'd made earlier. She wasn't really 'domesticated' but these were something a favorite nanny used to make for her as a child and she learned the recipe. It was her ultimate comfort food.

"Huh?" he questioned.

"You're goal oriented. You have to know the next step and the end goal. You must be unaccustomed to letting things happen and seeing where it takes you," she said giving him a playful smirk. He looked at her in surprise. She must have been right.

"Now you sound like Mikey…" he said and immediately regretted. He told her he wouldn't discuss his brothers and here he was blabbing his big mouth. He'd intended not to even mention their names if he didn't have to.

"What is Mikey short for?" she asked. She'd seen the look of regret cross his face but pressed on anyway. He was going to let her in tonight even if just a little bit, but she could see his jaw set again in determination not to spill a single morsel of information.

"If I'm ever going to meet them don't you think I should make an effort to know their names?" she asked again as casually as she could. He stared in wide-eyed shock.

"Who says you're meeting them or going anywhere near them Karai?" He snapped. He hadn't meant to snap at her really. He was annoyed with himself. All this meeting up stuff was because of her. He hadn't asked for this.

 _(But here you are Leonardo. You didn't have to come, but here you are)_

"Do you trust me Leonardo?" she asked knowing full well the answer.

"Not a hair on your pretty little head." He replied, then kicked himself mentally for the 'pretty head' part.

"Do you want to trust me?" she asked, and this time the answer was not so swift. He stood abruptly, and went over the ledge and put his hands on his hips. A long several minutes passed before he turned and spoke.

"Yes, I wanna trust you. I don't see how that's ever going to be possible though," he said watching her body language. She simply looked back at him, a sad smile on her face. Something in him wanted to take back the words, but he couldn't. It was the absolute truth.

"What do I have to do to gain your trust Leonardo?" Karai asked, getting up and daring to come a little closer. She wasn't even all that close to him, but rainfall and forest enveloped her. She didn't remember smelling him so strongly before, but she welcomed it. Somehow it was intoxicating. It was like, it was like…

 _(Like coming home Karai. He smells like coming home.)_

"I don't honestly know Karai," he said with a heavy sigh. She wasn't all that close but the smell of cherry blossoms greeted him, and it was so refreshing.

"The only thing to do is be truthful. As long as you're, we're, doing that I believe things will fall into place," Leo said, his voice and face softening. He really hoped it were true what he was telling her. All of a sudden he wanted so badly to trust her, for her to be telling him the truth, for her to come home with him eventually. Then the realities of the consequences behind all that came crashing down and he needed to sit down. Karai followed him, sitting next to him this time a little more closely.

Her heart sank when he said be truthful. Unlike Leonardo, she knew exactly where this was headed. This was headed to the ultimate destruction of Leonardo and everything he cared about, and she would be the catalyst for all of that. Shredder would be viscous and ruthless and he would torture them if he could. Yes, she needed a seat as well, as she reminded herself of the future consequences of her actions. Yet, she had never been a failure. Not a single mission that he'd ever assigned to her came back undone or underperformed. She was the best for a reason.

"My name is Oroku Karai," she said then waited on him to pick it up. It only took him a few seconds to get it.

"My name is Leonardo," he replied, feeling the mood lighten a little.

"I am twenty-five years old," she said, her hands folded neatly on her lap. She looked up into his face and thought she saw relief in it.

"I'm nineteen," he told her.

"I've been practicing the art of ninjutsu my entire life," she said. The feeling was both terrifying and euphoric, to simply be allowed to say a truth without fear of reprisal.

"Me too," and she could hear the excitement and love for it in his voice.

"My tanto is my baby and I don't let other people touch it," she said, a small smile growing as she saw him give her the 'I know right' face.

"Oh yes, definitely my twins are my life, and I can never keep Mikey's hands….off… them," the last three words died in his throat and she could feel the suffocation as his walls came shooting back up. It was time to stop this before it got any worse.

Karai turned to face him a little more, only to see the familiar set jaw.

"Your brother's name is Mikey, and it's obvious to me he means a lot to you," she said as the wall got higher. The hot night breeze seemed a little cooler around him now.

"I said we wouldn't discuss my brothers Karai, and I meant that," he said bristling a little. Had she not been as skilled a kunoich as she was, it would have been intimidating the way his muscles hardened and coiled underneath his skin. She was reminded again of his sheer size, and the force he was capable of.

"Trust is a two way street Leonardo. I know I have a lot to prove, but really what harm could I possibly do with his name? I already know he exists as well as your other two brothers. I'm not here to hurt you or them. I'm here because I want to make amends, and because I have no family and no direction anymore," she said and she could tell it affected him deeply. After all she was a woman in distress and he was the unsung hero. He sighed heavily and she could tell he was having a hard time breaking a rule.

"Michelangelo, Raphael, and Donatello," he said and his shoulders fell as if that were the hardest thing he had ever done.

"Italian masters of the arts. That's really very unique," she said and meant it. Strangely it fit them perfectly. "They're beautiful names, especially yours Leonardo."

"Thanks," he said in such a small voice that she would have thought him incapable of.

A long moment of silence passed before he rose to leave. He didn't make a show of seeing her off and he was leaving before her, something he hadn't done since they started meeting like this.

"See you tomorrow night?" He asked as he was about to descend.

"Yes of course," she said getting to her feet and seeing him off this time.

"Same time, same place?" he asked, almost like a child that needed reassurance.

"Yes Leonardo," she said as his head disappeared below the ledge. His voice rang up to her one more time.

"I like the way you say my name," he said, his voice soft and a little unsure. It touched her although she hated to admit that. He was gone before she could respond. She couldn't hear him, but she knew he was gone because she didn't feel his presence anymore and the feeling of pervasive loneliness all but crushed her on that water tower.

Karai made her way down and headed to Brooklyn. She'd make her report, she would shower, she would sleep in the nude, and once again she would dream of Leonardo. He liked the way she said his name.


	6. Small Talk

Leonardo lay in his bed wide awake. It had been now one whole week, and he and Karai had been meeting and talking for all seven days. The city was still in the midst of an oppressive heat wave, and even the usual coolness of the sewers wasn't enough. Leo had to have a fan in his room to have any kind of respite, and that was saying something considering he was at least somewhat cold blooded. It was getting late and he needed to leave soon. As far as he knew Mikey and Raph were off to themselves or sleeping, but Donnie was up. He was either working, caught up in an epic game of Halo, or some weird combination of both. Donatello wasn't going to go to sleep any time soon, so it was time to employ some ninja stealth.

Leonardo crept up and cracked his room door. All was quiet or so it seemed. Just to be sure, he stuck to the shadows. He was almost to the entrance when the heard the familiar tap, tap, tap, of master Splinter's cane.

"Where are you going Leonardo?" Splinter asked. He had hoped he wouldn't actually catch his son leaving the lair. Leonardo didn't know that he was aware of his excursions every night, but he was.

"Oh, uh dad…" Leonardo was dumb struck. The last thing he expected was to run into his dad this late at night. He was usually the first one to go to bed.

Splinter waited patiently for Leo to find words. His eldest turned around to face him and looked down at the floor sheepishly. When it became apparent that Leonardo would not speak, Splinter decided he needed to say a few words to his son.

"Leonardo, you know that are not to go above ground without your brothers yet I find you prepared to leave. I will not ask what it is that has made you defy my wishes. I realize that you and your brothers are young men, eager to see and experience as much of the outside world that you possibly can. My only desire is that you remain safe and out of harm's way. Do you understand this my son?" Splinter asked. Leonardo never lifted his head.

"Yes sensei, I understand. It's just that I want to…I need to get out sometimes. I-I promise I won't be caught. You can trust me dad," he told his father.

Even though he had not said anything untruthful, Leo still felt he was deceiving his father. He wondered if he _should_ be trusted given what he had involved himself in. He felt like what a cheating husband might feel like, and he guessed that was at least somewhat accurate. He was cheating on his family emotionally, and in a sense felt as though he were betraying their trust. After all, isn't that the very essence of why cheating was so hurtful?

Splinter considered his son for a few moments before giving a slight nod. It wasn't so much approval or permission, but simply an acknowledgement that his son was growing up and not everything was under his control.

Splinter's nod was in a way worse to Leonardo than if he had demanded he not leave at all. The fact that he was being trusted, while not quite being trustworthy made him feel low. At the same time, he couldn't help himself. Every moment he spent with Karai both fulfilled a need deep inside of him, and conflicted with every sensible bone in his body. Leonardo felt bad, but not bad enough to keep him away from her.

* * *

Karai was in the rare position of waiting for Leonardo to show up. He wasn't so much late as she was tremendously early. It gave her time to think and reflect, something that she didn't get many chances to do. She had spent all day and really all week searching for ways to find mutagen to harness in order to create this ridiculous mutant army Shredder was demanding. She had even sent out Rocksteady - a rhino mutant by the name of Ivan Steranko – to Philadelphia in order to bring back some mutants said to reside there. There was said to be children there and she was under orders to focus especially on them for experimentation. It was one of the lowest things she had the displeasure of being involved with. However, as always she did what she had to do. It wouldn't be the first time she was asked to do something unsavory in the name of service to the foot clan.

In fact she was waiting right now to do something unsavory. Despite the real reason she was here, this was the one place she found release. She knew she could never be her real self in front of Leonardo. He would never respect or tolerate such a person to be in his presence, but she could pretend to be the kind of woman he could respect. It was odd for her to experience this feeling. This was not the first time that she was called upon to use her feminine charm to seduce men in order to extract information or even assassinate them. This should have been the same thing. It was the same thing, but there was a big difference between what she had done before and what she was doing now. Before, there had be no attachment to the men she was assigned to deal with. Leonardo was different and for more than the obvious reasons.

The men she had killed or plied for information were horrible people in their own right, and Karai could justify that they deserved everything she was doing to them. Karma had found them in the form of her, and she felt neither compunction about anything nor feared any consequence. The men that she had assassinated were corrupt already. They were no better than, and in many cases worse than Shredder. Instead of feeling like she was doing something wrong, she was pretty much doing the world a favor erasing these guys off the face of the Earth. Leonardo fit none of those bills. In this case, when everything came full circle she would be doing the world, and herself a great disservice.

For her father it was enough that Leo and his family were mutants. That fact alone was enough to justify their destruction. They were less than in every way he could imagine, and in truth at one time she believed that as well. However, spending this time with Leo even under false pretenses had opened her eyes to who he really was inside. With Leonardo she could find no rationalization within herself. Leonardo was honorable, he was kind, he was loyal to his family, he was more human than many of the people she dealt with, and most of all he was pure of heart.

Her thoughts were interrupted by the sound of his arrival. Karai stood and turned to greet him with a smile that he returned. She could see the relief on his face and in the set of his shoulders. Perhaps he was finding his own brand of release in these meetings as well.

"Karai," Leo said as if she were the water that slaked his thirst. Her smile brightened in spite of her mood.

"Hello Leonardo. You're late," she teased and it brought out a ghost of his smile.

"No you're just ridiculously early. What have you been doing, waiting here all day or something?" He asked. She smiled, shrugged and sat back down. He handed her a bottle of water before he sat, which she accepted gratefully.

"Arigato," she said softly. It was the first thing he had ever handed to her, and she wondered if it counted as a first gift.

"You're welcome. I forgot to bring water last night and thought better about it this time around," he said as he cracked open his bottle. It was small in his hands and he drank it in one long draught.

"It's been extremely hot as of late," she said not missing the side eye he gave her. "You should be enjoying this though I would imagine."

"How so?" He asked, an eyebrow ridge quirked.

"I mean, you are a reptile and therefore cold-blooded. I thought perhaps you would welcome warmth such as this," she said, taking a long drink of water herself before capping the bottle.

"Hmpf, it's not all it's cracked up to be. We're not completely cold-blooded anymore. After we mutated a lot of things changed. I'm more turtle than human grant it, but my temperature is much higher than a normal turtle. Winters are hell though," he said, throwing a smirk her way.

"Oh how so?" Karai asked, interest genuinely piqued.

"Super cold weather makes us irritable and lethargic really. We have to find creative ways to keep some heat going," he said, thinking about Donnie and the ingenious basking area he created for them. Leo was delighted that he could share these types of mundane things with someone who wasn't judging him.

"Hmm, I can imagine it getting quite cold underground. Winter in New York is harsh more often than not. It makes me miss Japan," she said, as she took another sip of water. She wanted to savor it a little but it was already getting warm.

"Were you raised in Japan?"

"For most of my childhood, yes," she answered hoping he didn't want her to go down memory lane.

"How was it?" He asked her. He noticed her downcast eyes. He thought when you asked that question that most people wanted to answer it, and had good stories they wanted to share. Then again he was talking to a woman who had been raised by one of the most evil men Leonardo had the displeasure of knowing.

"Japan is a beautiful place, when you get to see its beauty," she said, her voice low. She recalled being restricted only to foot clan grounds.

"No, I mean how was it being raised by Shredder?" She wasn't quite prepared for that question. She took a moment to answer, picking her words carefully.

"When I was a child we always lived in a large compound. It was surrounded by cherry blossom trees that bloomed beautifully. I had one that bloomed close to my bedroom window that I loved very much," she said, a sad smile on her face.

"That sounds wonderful actually," he said a note of surprise in his voice.

"It was a beautiful prison. I was often confined to my private quarters, the bathrooms, the dojo, and the courtyard under strict supervision of a nanny," she said changing the mood. Leonardo didn't quite know what to say.

"Were you ever happy with him as your dad?" Leo felt sadness for her. He thought maybe Shredder was a hard taskmaster, but Leo for whatever reason didn't think about the fact that she might have also been a prisoner of his.

"I don't know how to answer that question Leonardo. Are you happy with your father?" she asked. She wasn't prepared to think about her childhood in depth. No, she had been anything but happy. In fact she didn't truly know what it felt like to actually live in circumstances that made one happy. When she dared to contemplate it, this last week with Leonardo, a mutant, was the closest she had ever come to a shadow of that feeling.

On the other hand at the mention of whether or not he was happy with his father, Leonardo couldn't keep the smile off his face.

"My father, my sensei is everything to me. Our family will never be accepted by people at large, but I can never say that it lacked love or happiness," Leo said and the truth of it penetrated his heart. It swelled with love for his father and brothers. They were his life, they were his everything and he couldn't bear to live in a world without them.

"What does that feel like? To be happy?" The question shocked him. Never in a million years had he expected her to ask such a question. Furthermore he didn't know how to actually answer it.

"I can't put it into words Karai. I love him because he has always done his best by us. He is a tough master, but he has also shown us respect. He showed us how to respect ourselves and each other. That's all I can say about him," Leonardo said, feeling as though he had spoken too freely. He hadn't wanted to do that, but he never had any chances to share with anyone who exactly Splinter was to him.

Karai fought the emotions that she felt. She felt sadness mixed with a large dose of jealousy, and they were foreign and unwelcome. She didn't like having to force herself not to cry at the thought of what her life had been like up until this point. Suddenly she needed to leave although she wasn't in a rush to get back to making a report to Shredder. Karai stood up to leave. Leonardo completely understood.

Without any long goodbyes they parted ways.


	7. Bitter Taboo

"You are back earlier than expected Karai. You haven't been found out have you?" Shredder asked. He had the same tone that Setsuko had when she wanted to taunt her. Was he really this influenced by them? She had never known him to take on anyone else's opinions, and certainly not adopt their feelings on any matter.

"No I haven't been…found out," Karai answered stiffly. Her muscled coiled in anger. She was angry with him for not only displaying his doubt of her abilities, but for doing so in front of women he knew despised her very existence.

"Well she's here so you know she's failing you," Setsuko ventured to say. She must have been feeling very good, because Shredder never tolerated outbursts other than his own.

"Shizukani, Setsuko!" He bellowed without looking over his shoulder at her. Setsuko shrank back, anger written on her face that she quickly disguised.

"I'm losing my patience Karai. This, mutant, has no hope of ever being part of the outside world, and he surely has no hope of gaining a mate. If you provide him with the illusion that you can give him that which he has no expectation of ever getting, he will not deny you anything. However for some reason you are not using all of your resources," Shredder said as he descended the few steps and stood before his kneeling daughter.

"It has been seven days already. If after seven more days you are still coming here to sleep at night, then I will know you have failed. I should not have to remind you how much I hate failure," he said in a low dangerous tone that he was using with her more and more as of late.

"He is protective when it comes to the others. He will kill me if I move too fast or raise his suspicion," Karai dared to say. Usually when Shredder issued some threat and walked away, you let it stand if you were smart. Karai was tired though. She respected him, she always had, but the recent show of disrespect in regard to her skill as a ninja, and the dismissal of her pristine track record of service made her take the chance to speak back to him. Shredder stopped halfway to the door, his elite guard at his side.

"Then you will have died honorably for your clan. Now go." He said and left without another word.

Karai did not rise from her kneeling position. Her knuckles ached from being pressed to the cold floor, and so did her right knee. She hadn't meant to do this at all, and if she must it should have been in the confines of her private apartments. Karai couldn't stop the tears. They fell one after the other, burning her cheeks as they trailed down her face and fell to the floor.

After several long minutes she got to her feet and hastily made it to her apartment. The hot water and steam of the shower blended with tears that wouldn't stop falling. She knew where all of this was coming from although she wished she could claim ignorance to it all.

Setsuko and Kazuko were mere consolation prizes and all four of them knew it. Oroku Saki had raised Karai but he had not allowed her to call him father, or in any way treat him as a parental figure. He supplies nannies to fulfil that for her. He had always kept himself at a distance from her, even on the rare occasion when he would show a side other than the stern face of a master. The first time he had shown her softness was when she earned the right to be called a kunoich of the foot. He gave her, her first ninja gear and two tessen beautifully painted. Karai cherished those tessen and practiced with them daily.

It was only when Karai turned seventeen that she started to notice Shredder take more of an interest in being around her. He would make a point to show up and watch her practice. When she was practicing her archery she remembered him standing behind her to correct her form that didn't need correcting. He had mentioned at one point that she reminded him of her mother, but when she pressed him for more information he clammed up. He had never told her about the circumstances surrounding her adoption by him. All that she knew was that there was a fight between the foot clan and her parent's clan and she ended up with him.

Finally one day after she had turned nineteen Oroku Saki approached her while they were in Japan at the main compound. Practice was over and everyone had dispersed to do whatever they had to do that day. He called her into his private dojo, and when she got there she immediately felt a strange energy from him. One that she had not felt from him before that day.

"Yes master Shredder," Karai said as she bowed in respect for him and for entry into the dojo.

"Please have a seat Karai," he said motioning to the floor mats along the wall. There was tea sitting there and it was quite informal. She took a seat and folded her legs as she waited for him to make himself comfortable. He sat across from her and poured two cups of tea.

"You have made excellent progress Karai. The work that you did helping us with our Yakuza problem was essential to our success," Shredder said in a rare compliment. Karai couldn't stop a small blush from creeping across her cheeks. She hoped he didn't see it, but when she chanced a look into this face she thought she could see the ghost of a smile.

"Thank you master Shredder. I'm honored that you noticed," she said trying to sound as though the compliment didn't please her as much as it did. It was a high honor for any foot soldier no matter their rank, to receive verbal approval from Shredder and she was no exception.

"I always notice you Karai," and she almost spilled her tea when she heard him speak. He said it so softly it caught her by surprise. It was the same tone of voice that men used on her when….

"I-I don't know what to say master Shredder," she said, hating that she stammered in front of him.

"Please, for this occasion call me Saki," he said looking at her directly. Karai was strong, courageous, and never one to back down. After all he was the one responsible for her upbringing. Now she was blushing and nervous and it took him by surprise how much she reminded him of her mother.

"Your skill has not escaped my notice. However, I would like to offer you a chance to place yourself in a coveted position within the clan," he said as her eyes lit up.

"I want to offer you a position as my only elite guard," Shredder said nonchalantly as he poured himself another cup of tea.

Karai's heart was beating a million miles a second. At first she was so excited for the opportunity, but Karai was always quick on the uptake. His elite guard were always women. The females of the foot clan would almost literally slit each other's throats for the opportunity he was handing her on a silver platter.

"Your elite guard? Are you sure?" Karai asked him. His elite guard were not only essentially his close body guard, but they were also his concubines. Karai was not only shocked almost into silence, but felt a knot in her stomach at the thought of being in bed with a man she viewed as her father.

"I never ask questions when I am unsure of the answers Karai, you know that," he said waiting on the 'yes' that he just knew she would give. He recognized that at first she may feel uneasy about the request, but he was sure she would get over it and see it for the offer that it was.

Karai swallowed a lump in her throat. When Shredder made requests they were understood as commands. No one in the history of his rule over the foot clan had denied a request of his and lived or continued to exist within the foot clan afterwards. This was one of the largest gambles she had ever taken in her life. She hoped that all the years they spent together - all of whatever he felt for her whether it was love or what – would count for something. Karai hoped with all her heart that she would not be killed or exiled from the clan.

"I am overwhelmed by your offer, but I cannot accept. You are my father-"

"I am not your father!" He roared jumping to his feet and suddenly looming over her. She felt like a child all over again. She bowed low her forehead touching the floor in front of his feet.

"Please forgive me master, I…" and suddenly she was jerked roughly to her feet. Shredder held both her shoulders tightly and slammed her against the wall. Karai thought she had long done away with feelings such as fear, but seeing him this way frightened her badly.

"Please do not tell me you are too ignorant to understand the opportunity laid out before you. Don't you understand Karai?" Shredder said. His eyes were wild with a mixture of extreme anger, pleading for her to read between the lines, and to her sheer horror was lust. It wasn't the first time that a man among the clan had looked at her with that peculiar expression.

"Master, please…" she whimpered as she tried to squirm out of his grip, but he was much too strong.

At that she saw his jaw set and his eyes harden and she was afraid of what would happen next. No matter the cost, she could not do what he asked of her. She had more love for him as her sensei than as a true father, but she had no romantic inclinations for him at all. The very thought of intimacy with this man, whom she had never regarded as anything other than a father/sensei hybrid, made her stomach knot and the bile rise in her throat. She could kill and watch the blood pour from the bodies of her victims, but she could not and would not even fathom bedding Oroku Saki even under pain of death.

Then the unthinkable happened. She found his lips forcibly pressed to her own. In wide eyed horror she froze, but then she began to thrash and finally she slapped him hard across the face and that stopped him. With a guttural growl more befitting an animal, he tightened his grip on one shoulder and smacked her hard with the other hand. Karai felt her lip swell instantly but he wasn't done. He slapped her a few more times, bruising her skin and bloodying her nose before he shoved her to the floor in a crumpled, crying heap. She crawled towards the door, in fear of her very life. He stepped in front of her blocking her escape. Slowly he got to one knee and addressed her once more.

"Karai, I did not want it to come to this. You must accept this position from me," he said as he cupped her chin and raised her face to his own. His eyes asked her once again, pleaded with her to accept. Silently he vowed never to hurt her again if she would only submit herself down, but Karai could not. Weakly she shook her head no, and then he hardened towards her once more, never to soften again.

He stepped back allowing her to leave, but then the next morning she was left out of an important meeting detailing the main objectives of a mission. A few weeks later the mutant Tiger Claw showed up and took her place as Shredder's right hand. Then the final salt in the wound was finding that he had chosen Setsuko and Kazuko as his elite guard. Karai knew he hated these two, but it was done out of spite. The two women had been trying to rub it in her face ever since then.

Karai stepped out of the shower and toweled herself dry. She looked over to her bed, so utilitarian in its aesthetic. She laid down and curled herself into her usual fetal position and went to sleep. Leonardo once again invaded her dreams. He was her relief even when he wasn't really there.


	8. Stay With Me

Leonardo stood on the edge of a rooftop with Raphael pacing behind him. He was in the rare position of being lectured by his brother. Donnie and Mikey simply sat back content to stay out of it for now.

"You never answered the question Leo, what was that back there?" Raph asked angrily.

"You're making too big of a deal out of it. It's nothing Raphael, can we go home now?" Leo asked casually, making Raphael even more upset. Raph stopped pacing long enough to stare a hole in the back of his older brother's head.

"Are you freaking kidding me right now Leo? The first action we've seen in months and you drop the ball letting those creeps get away," Raph said, his voice getting into gravelly territory the more he spoke.

"It was a simple mugging, what did you wanna do Raph, kill the guys for it?" Leo asked over his shoulder. He wasn't paying Raphael a whole lot of attention and that stoked the red masked turtle's fire a little bit more.

"I ain't talking about the damn mugging Leo. I'm talking about letting Mikey take a bullet because you failed to make sure to get all the weapons from those three douche bags. What the hell's the matter with you lately, huh Leo?" Raph asked exasperated. He marched up to Leo and spun him around to face him. Leonardo neither smiled nor grimaced at his brother. His face was perfectly neutral which did nothing but make Raph even angrier. Now Raph understood why Leo got so angry when he wasn't listening to a lecture, it was maddening.

"We're bulletproof Raph, get over it," Leo said coolly and was instantly ashamed although he didn't show it. The truth was that he felt like shit for Mikey getting shot, bulletproof or not, but for some reason he just didn't feel like apologizing right now. His mind was elsewhere as it had been for the past almost two weeks now.

The fury in Raph's eyes should have been the warning for what was coming next, but somehow Leo missed the memo. The next thing he knew, he was on the dirty rooftop getting pummeled by a furious Raphael.

"Fight me!" Raph yelled while delivering a constant barrage of punches to Leo's forearms.

If it was a fight Raphael wanted it was a fight he was going to get. Leo blocked another punch, then rocked on his shell and brought his feet up to throw Raph off of him. Raph recovered quickly and ran back over to a kneeling Leo, intending to knee him in the face. Leo used Raph's momentum against him and pushed the incoming knee, then proceeded to grapple with Raphael. Back and forth this went for more than ten minutes. Punches, elbows, and kicks led both brothers to have busted lips and bruised faces. It took the combined effort of both Mikey and Donnie to separate their two oldest brothers.

"Raph stop!" Mikey pleaded while pulling him by the top of the shell. Donnie had to help him just to keep Raph from breaking loose.

"Alright Mikey, damn!" Raph snapped, snatching himself out of their grip. The scuffle was over with but they could all tell that it had done little to curb Raph's anger.

"You lost focus tonight Leo," Raph said leveling an accusatory finger at Leo. He didn't respond to the accusation, in part because it was absolutely true and also because this was a good way to pick a fight with Raphael so he could get away. He felt like a loser, but if he didn't get away from his brothers soon he would miss meeting up with Karai, and he couldn't do that.

" _You're_ gonna lecture _me_ about focus? For real Raphael? That's laughable. You're funny I'll give you that," Leo said wiping his bloody mouth and looking out in the direction of the water tower that he was too far away to see.

"Dude, I know we're bulletproof or whatnot, but you're acting like you don't even care," Mikey said unable to hide his hurt feelings showing in his voice. Leo closed his eyes. Picking a fight with Raph was one thing, but he certainly didn't want to trade barbs with Mikey of all his brothers.

"You know I care about you Mikey," Leo said forcing himself to face his baby brother. He knew it was a big mistake turning to see the hurt in those big blue downcast eyes of his.

"You know I would never intentionally let anything happen to you right?" Leo said walking towards Mikey. Raphael scoffed hard at that and folded his arms across his barrel chest. Mikey gave Raph a quick disapproving look and went to Leo with his arms open for a hug.

He hadn't been actually injured, but Leo knew that wasn't the point. The point was that he was taking patrols lightly, and he was doing that because he believed Karai when she said the Foot Clan was no longer active. He hadn't expected his growing trust to play out this way, but he reminded himself that trusting her would bite him in the shell.

"You know Raphael may have reacted first, but that shouldn't suggest to you that I have not been aware of your lack of concentration as well Leonardo," Donnie stated stepping forward with a frown. He may not have approved of the violence but he was fine with confronting his eldest brother with a growing concern.

"Listen, I'm sorry alright guys? Sorry for not being the perfect leader and older brother…" Leo began, which elicited a severe eye roll, a loud groan, and both hands flung into the air by Raphael.

"Here we go with the woe is me, my brothers are on my case cause they hate me bullshit," Raph said. He was just about done with this conversation if it was gonna sink down to that level of crap. Leo was about to respond until he was cut off by Raph who wasn't quite as done as Leo wished he would be.

"You walk around here and you lecture every single one of us about focus and teamwork, and whatever else and you expect us to listen to you. Now as soon as the shoe's on the other foot you can't take what you dish out. And ya know what? It's not even about dishing it out, it's about letting you know when your mistakes could cost us Fearless," Raph said, having stepped into Leo's face, his shoulders heaving in time with his breathing.

"You know what you're right Raph. All of you, you're right. I should have been paying closer attention," Leo said in what sounded to his brothers like the voice of defeat. Really Leo was just ready to be gone, and this was the exit he needed.

Without waiting on the inevitable responses, Leo leaped to the next rooftop in the direction of the water tower. He didn't bother detouring as he was certain none of his brothers wanted to talk to him, and hopefully that would prevent them from trailing him.

"Are we gonna go after him Raph?" Mikey asked as they all stood watching Leo run in the opposite direction of the lair. Raph seemed to consider it for a moment before he answered.

"Nah, we ain't following him tonight Mikey. Let's just go home," Raphael said. All three brothers headed to their underground home. No one spoke the whole way there, each wondering what had gotten into their brother.

* * *

Leo welcomed the wind hitting him in the face as he ran full speed towards Karai. He felt like an idiot. A low down, dirty, two-faced idiot. He had been losing his focus and thinking about Karai the whole time that he wasn't with her, and his brothers were now paying the consequences.

At first it was just his practice that started to slip. That was going unchecked because all four of them had been taking it easy due to little criminal activity. Then his meditation started to be compromised as well. It had always been a source of calm and peace for him, but now it was just invaded by thoughts of Karai. He would now often fall asleep while supposedly meditating, and the dreams weren't always so pure and innocent. Leo was trying to keep that to himself, but there were only so many cold showers and late night google searches you could do before it started to be a real problem.

He kept imagining her and dreaming about her, it was ridiculous. One minute it would be them on the water tower holding hands and smiling, then other times it would be her writhing underneath him and screaming his name over and over. It was driving him insane. She was driving him insane and he loved every minute of it.

Finally he made it to the water tower where the object of his desire and source of emotional turmoil was waiting on him.

"Karai," he said breathlessly, almost running to her as she stood to greet him. In fact he did reach out to embrace her, unable to stop himself before he realized what he was doing.

"Hello Leonardo," she said, taken aback by this sudden show of affection. He had been carefully avoiding touching her unnecessarily since they started all this, now he wanted a hug. She reciprocated as best she could, giving him a few pats on the shell as he pulled away almost as soon as she was in his arms.

"I'm so sorry Karai, I didn't mean to" Leo said as she shushed him.

"Don't apologize, because you did mean to," she said and she saw the alarm in his face. "It's alright, I didn't mind," she said soothingly. She looked up into his face and saw blood trickling from his lips.

"What happened?" Karai said hoping she was hiding the apprehension in her voice. She hoped he hadn't run into any foot soldiers. There were only a few, but they were out there and she would only be able to explain away their presence once or twice before her cover would be blown.

Leo raised a finger to his lips, the fight and the scar already forgotten until just now.

"It's nothing, just a scuffle," he said offering a smile that reopened the split that was already wanting to heal. Karai frowned and pursed her lips a little. She reached into a fold of her kimono and pulled out a pretty kerchief and dabbed his lips with it.

His first instinct was to pull away from her touch, but then he thought about it. Why shouldn't he allow this small contact? Hadn't he just hugged her, and didn't he want to be touched? So instead of backing away he leaned into her hand, and allowed her to gently dab his lips.

She didn't think much of it until she could feel his lips through the cloth. They were not very full, but they were there. They looked rough but she could tell they were softer than she would have imagined, that she had already imagined. They were pliable, the wide expanse of his mouth inviting and she had to stop her mind from wandering, but it was too late for that. She fought the urge to raise on her toes and place her lips along his, to explore his mouth with her own.

Leonardo timidly reached up and enclosed her small hand in his large one as she barely touched his mouth with the soft cloth. He wasn't bleeding anymore but that purpose was forgotten in the moment. They locked eyes and for Leonardo the world fell away. There was nothing now, not even the place they were standing. It was just him and Karai, and it was as if all of New York was holding its collective breath. He closed his eyes and leaned a little more into her small hand. Then on impulses he didn't care to control, he kissed her palm.

Instead of the world falling away, all her walls closed in about her. Like a small fox or minx, she was caught in a snare with no way of escape. He looked into her face, his brilliant sapphire eyes threatening to drown her. He kissed the palm of her hand and it was electric. Such a simple gesture. It was meaningless, yet it held the promise of something greater that lay just beyond if only she had the courage to reach for it. Then she felt something else, something that would surely be her undoing. Leo had placed his large muscled arm around her small waist and was slowly drawing her closer.

He refused to break eye contact and that only ensured her impending death. Karai had no doubt that if she allowed him to do what he was clearly gearing himself up for, she would expire on the spot. She would arise again like a Phoenix from the ashes, but the woman she would be afterwards would not be the same Karai. She didn't know who that woman would be. She would probably be the kind of woman that would smile in this situation, lean into a kiss with enthusiasm, and promise to love this mutant, this turtle, this man, with all her heart forever and ever. Love. It was a foreign four letter word that translated into pain in both English and Japanese. No she wasn't that woman and she would never be. Love and its trappings had been forever exiled from her heart and it could not return. She didn't know what it was, what it looked like, or what it was capable of and she feared it more than her own death.

Karai pulled back enough to let him know she wasn't ready, but not enough to offend him. He held her a moment longer. A wretched moment in which Karai thought he would not release her, but thankfully he did. Whether his feelings were hurt or not, she wouldn't know because she didn't dare look into his eyes again.

"I have to go Leonardo," she managed. Her cheeks were on fire and so was everything else.

"No you don't. You don't have to go, you wanna go," Leo said letting his hand linger on her retreating fingers before breaking contact.

"You don't know what I have to do," she snapped suddenly. Anger, sweet comfortable anger. How she missed it so.

Leonardo was not bothered in the slightest by her outburst. He just stood there giving her the same look he did when she was taking them prisoner. It was a mix of disappointment as if he knew she was better than what she was showing, and knowing that her words did not reflect her inner desire. It was a look that peeled away lies until it got to the truth, and she had to look away for fear that her lies would be found out.

"You can leave, but you can also stay here, with me." He said stepping closer to her and reaching out again.

She wanted to be angry, to refuse, to fight, but there was the mission. This was the fulfillment of it and she had never been sent on a mission and returned a failure. So despite all the warning bells going off in her mind and heart, she dared to allow him access. Leo once again wrapped a strong arm around her waist, and looked down at her. He didn't lean in for a kiss. In spite of what he thought of her, he knew on some level that kissing now would be going too fast.

They stood that way for what seemed to be all night. She didn't get tired because he was fully supporting all her weight with an arm that never wavered or shook with any fatigue. Finally Karai pulled away again, this time without resistance from the large turtle.

"I have to go now," she said in a tone that was both kind but brooked no more argument.

"I understand," he said as he let her go.

"I'll see you tomorrow Leonardo. Sayonara," she said as she disappeared below the ledge.

With a heavy sigh Leonardo headed home where cold showers and dreams of Karai awaited.


	9. Say Yes

Punch. Kick. Block.

 _This has gone way too far._

High block. Grab the arm. Throw.

 _He's a mutant! Not even human!_

Mid-block. Duck. Punch to the Solar Plexus. One opponent down.

 _Wiping his mouth? Acting like you care about him?_

Leg sweep. Submit into arm bar. Pull.

 _You don't care about him. If you did, you wouldn't be trying to hurt him._

SNAP!

"Aaaaagggh!" Karai's sparring partner howled in pain, his arm twisted at an unnatural angle. He grimaces in pain and grits his teeth, but he dare not cast her a glance. His buddy helps him to his feet and out of the dojo, bowing before they leave.

Clap. Clap. Clap.

"That was quite impressive Karai. I don't know that you had to break the poor man's arm, but impressive nonetheless," Eric Sacks says as he strolls into the dojo. The only etiquette he recognizes is taking off his shoes, but he does not bow or recognize any of the other rituals. Karai frowns.

"Would you like to be next? Since you've got so much empathy for him perhaps I can put you in his shoes," Karai said, not taking her eyes off him even though he has never proven a worthy opponent, or even showed any zeal for fighting. Technically he knows ninjutsu simply because under Shredder's roof you must, but he has not put that into practice in years. Eric raises his hands in surrender.

"No thank you Karai. I value all my limbs, that's why you'll never find me spending my time in a place like this," Eric said, following her as she went to the nearest wall and grabbed a towel to wipe the sweat from her face and neck.

"Why are you here Eric?" Karai asked curtly. She didn't have the patience to deal with his scheming today.

"I've come bearing good news. Our father is gone back to his own headquarters, so he won't know that you haven't yet infiltrated those mutants," Eric said with a grin. Karai's eyes widened.

"Oh don't be so surprised Karai. I know that he gave you until the end of this week to complete your mission, and that time is almost up. However, there were some other matters for him to see to, so he's gone. Oh, and it might also please you to know that Thing 1 and Thing 2 are gone as well," he said noting Karai's eye roll and reading it for the look of relief that it was.

"So you traveled however far to come here just to tell me that?" Karai asked, brow raised. He was still following her as she headed to the shower area.

"No. I came here because I want your help with something," Eric began.

"Here we go. What is it? I should know by now that you don't speak to me unless there's something in it for you," Karai said turning now to face him and give him her attention. This ought to be interesting.

"You should know it shouldn't you? Anyway, I'm concerned about Master Shredder. He's been acting a bit odd lately. Off his game if you will," Eric started, eyeing Karai in an attempt to gauge her reactions as he spoke. When he saw she appeared to just be listening, he continued.

"In any case I have a little proposition for you, and this should remain just between you and I. I know that he has given you mission impossible. To create an army of mutants with a teaspoon of mutagen. What would you say if I told you I could supply you with enough mutagen to create this army almost overnight?" He asked, still trying to gauge her.

"I would say that a) you're full of shit and b) no." Karai said flatly and folded her arms. She wanted him to be done so that she could shower and get on with her miserable day.

"You need to hear me out before you refuse. I am working on a project fronted by Sacks, er rather Saki Robotics. My team is on the verge of creating one of the best weapons of the 21st century. A new kind of foot soldier. All I need from you is five of your best ninja warriors," Eric said noting the raised brow of his adopted sister.

"I promise no harm will come to them. All I need to is the capture the essence of their skill and translate it into technology. If you give me that, I will give you the mutagen you need to complete your greater task. What say you?" Eric said spreading his arms invitingly and grinning from ear to ear.

Karai thought for a moment. This was obviously something Eric didn't want Shredder to know about. Perhaps their master hadn't been sold on the idea of essentially replacing his human soldiers with machines. Eric hadn't said that explicitly just now, but if she knew him she knew that was a passion of his; to create a robot or android that could function like a human. He sounded as though he had already been working on and perfecting it without Shredder's go ahead, which made little difference to her. The biggest issue was that while the mutagen she had on hand was being synthesized successfully, it would take a good deal longer to get the army built, and Shredder was impatient to say the least. She needed this deal, even though it made her skin crawl to give anything to Eric.

"Alright. I'll do it. When do you need the men?" Karai asked a shocked Eric.

"Wow, uh, I wasn't expecting you to say yes so soon," Eric said genuinely surprised.

"Don't make me change my mind," she said.

"Today. I need them today and I need them for at least a month. Like I said, I won't be putting them in harm's way at all. I'll return them in the same condition I found them, Scout's honor," Eric said, a big shit eating grin on his face. It cringed her to see it.

"When will I get the mutagen?" She asked as he seemed like he was done and ready to leave.

"We'll make an even trade. You'll receive it in two shipments. The first will arrive tonight. Nice doing business with you sis," Eric said, knowing how much calling her sis irked her.

"Not your sister, Eric," Karai spat. Eric simply shrugged and left the shower area satisfied.

* * *

"Yame!" Splinter yelled for the second time. Never in his recollection had he ever had to raise his voice and order his sons in that tone more than once. It was unheard of. Donatello and Michelangelo were once again caught in the middle of the fighting between their two eldest brothers, and Master Splinter had had enough.

"What is the meaning of this? Leonardo?!" Master Splinter demanded. His eldest faced forward and held his tongue, although the anger coursing through him hadn't gone anywhere.

"I have asked you a question Leonardo. How did this fight come about?" Sensei demanded again and still no answer. They didn't want to tell him.

He was finding as they got older there were more and more secrets kept from him. Gone were the days of fixing the problems of children. He remembered when it was always simple. Someone didn't share a toy, or a sweet treat, or turned the channel from a favorite cartoon. Now they were teenagers. No, they considered themselves as adults, _he_ called them teenagers. They were growing up before his eyes, and there wasn't a talk show or bestselling book that could tell him how to parent now young adult mutant turtles. No, the old rat would have to navigate this new territory the best way he could and let intuition and love guide him like it always had.

He regarded Leonardo who had still refused to speak. Something in Splinter's gut told him that this particular fight was not instigated merely by Raphael's anger. No, this was stemming from Leonardo himself. It was time to get to the bottom of an issue that silently permeated the lair and threatened to damage relationships.

"Hmph," Splinter grunted. "Michelangelo, Donatello, both of you are dismissed. There will be no more training for today. You may relax, but do not leave the lair tonight."

"Hai sensei," they both said then filed out of the dojo.

"Raphael, for not obeying when I ordered you to stop fighting your brother you will do twenty minutes in the Ha'shi. Afterwards I want you to interact with your younger brothers. Find something fun, but I do not want you to leave the lair either. I would have a word with your older brother," Sensei said stroking his beard and slowly circling Leonardo. The large turtle still had not spoken, only stared forward, his eyes a blue storm.

"Hai sensei," Raphael said gruffly although he knew he had gotten off easy. By rights he shouldn't even have to go to the Ha'shi since this was Leo's fault, but he knew better than to look a gift horse in the mouth, whatever that actually meant. Raphael quickly left the dojo.

"Are you going to make me ask you once again Leonardo?" Splinter asked. Still no reply.

Leo stood silent and still as his father slowly circled around him in that way he did when he was figuring you out. Leo didn't have the words to explain it. One minute they were wrapping up training, then Raph starting teasing him about leaving the lair so often. That was tolerable, but Leo didn't want to talk about or laugh about it. It was his time to get away, _his_ release, _his_ small corner in the day where he could just be Leonardo and not be scrutinized for it. When he didn't want to respond Raph took it too far, he always took it too far.

"I know it's a girl so you might as well come clean about that one Fearless," Raph had said, chuckling and rolling his toothpick in his mouth while glaring at his brother. This was Raphael investigations 101.

"It's not a girl Raphael, now leave me alone," Leo gritted out, trying to keep his composure.

"Yeah, yeah it's a chick. Who is she? Some hot blind chick that just thinks you got a birth defect or somethin'? Raph said pointing an accusatory finger at Leo. He was still half-joking. It wasn't quite serious yet, if Leo got too mad it could all be passed off as just playing around. However Leo knew his brother better than that. Sure he was kind of laughing it off, but Raphael had put two and two together and come up with four plenty of times before this, and Leo didn't wanna risk being found out. So when Leo continued not to reply, Raphael got a little more serious.

"C'mon just give Leo. She ain't Foot clan is she? You rattin' us out to the foot?" Raph said still kind of joking but Leo had narrowed his eyes, and that's when the fight started.

Raph couldn't know he was talking to Karai. It was impossible. He had taken every precaution against being watched and followed. He knew for a fact that Raphael didn't know what he was saying, but it struck such a chord.

 _You rattin' us out to the foot?_

That phrase just kept playing over in his mind, fueling his anger and driving his punches until Raphael was forced to pull his weapons. What was Leo going to say to his father by way of explanation? Oh yeah dad I been seeing the princess of the Foot Clan every night, and Raph got a little too close to the truth so I clocked him. Nope, wasn't in the cards. So Leonardo said nothing and continued to stare at the wall ahead of him. He stood at least two heads taller than his father, so avoiding his eye contact was simple. He would most likely be sent to the Ha'shi for this level of insubordination, but he had to meet Karai. If that meant sneaking out, then it meant sneaking out.

"How long have you been seeing her?" Splinter asked casually as if he were asking about the weather above ground. Leo gasped ever so lightly, and his eyes gave him away.

"Dad, I…" Leo couldn't even get any words out. How could Splinter have known?

"How long Leonardo?" Splinter asked in that maddeningly calm way, as he stood in front of his son.

"How did you…?" Leo had to ask. He just had to know.

"I didn't, until just now," Splinter said. Usually this successful netting of the truth would be followed by a feeling of satisfaction in the old rat, but not today. Right now it was followed only by a pervading worry that settled with a thump in the pit of his stomach.

"Dad..I" Leo began and again couldn't finish. Splinter cut him off anyway.

"I've known that you were leaving the lair for some time now Leonardo. I did not like it or approve, but I was trying to give you your freedom. I know that it is hard for you and your brothers to live in seclusion. No longer are you the small turtles that can be kept in a tank or cage. You are not even completely turtles anymore, but men also and men seek companionship. I know that every aspect of your life cannot be fulfilled only by me and your brothers, or even ninjutsu no matter how much you love all of that. I just want you to make the right choices, not only for yourself but for all of us," Splinter said to his son, now standing before him. He could see the careful guard that Leonardo had over his expression. It saddened him. Usually a talk such as that would have broken that wall, but not today.

"I always try to make the right choices, for everyone," Leo said stoically. "It seems no matter how much I try, I can't get it right." Master Splinter could hear the frustration in his voice even though he was striving to be neutral.

"I know this my son," Splinter said patting Leo lovingly on his plastron. "However, the frustration you feel over the burdens of leadership should never be unleashed on your siblings as it was a little while ago. I know that you and Raphael do not always get along, but to draw real weapons upon each other is unacceptable," Splinter said, watching Leo's shoulders sag a little. He knew what was next.

"You will go to the Ha'shi for the next four hours. While there I want you to think about how you would have felt had you actually harmed your brother. When you are done, I want you to apologize to all your brothers and interact with them. Do not leave the lair tonight. Now go," Splinter said, dismissing a dejected Leonardo.

"Hai sensei," the blue masked turtle said with none of his usual enthusiasm.

* * *

The four hours were up two hours ago and it was time to leave. Sure he had explicit instructions not to leave the lair, but he was prepared for another stint in the Ha'shi if that's what it took. A small price to pay to see her face again.

He sat with his brothers for a while as they played video games. Raph and Mikey's banter had Donnie pretty much doubled over in laughter. Leo had noted that while he wasn't being ignored per se, he was also not being included in the revelry and that was fine by him. He had already prepared to make his exit. He had even gone so far as to bring something for them to eat. It wasn't anything more than a bit of fruit but it could be like their first picnic or something, maybe even their first official date.

While they were in the throes of yet another Street Fighter battle royale, Leo feigned having to use the bathroom. He went in, then came slowly out making sure that his brothers were still distracted and that his father was nowhere to be seen. When he was sure that the coast was clear, he took his small stash of water and fruit and exited the back way through the little used tunnel entrance.

* * *

His heart only returned to normal beats per minute when he was almost to the water tower. When he had climbed up, she wasn't there but that was typically the case. He would ask her tonight to make a decision. On the way, he had made up his mind that he needed her. He needed to see her, to touch her, to talk to her all the time, and that his family would have to accept her. He would make them accept her. He didn't know how, but it was almost to the point where if they refused to accept her as part of the family, then he would have a hard choice to make.

Leonardo had been waiting for the other shoe to drop and it hadn't. So far she had been honest with him, but even if she wasn't completely clear of the foot clan it didn't matter. He had seen enough of who she was inside to make him want to take a chance. There was good in her unlike Shredder. If he could just love her the way he was sure she had never been loved, he could bring out the woman he knew was inside of her.

He heard her approach and then she was standing there. She had on a blue kimono, just the perfect shade to match his mask, her hair in a bun and her makeup minimal. She was stunning. He rose to his feet for once not with his defenses up or his hand near his weapon. She smiled in that wonderfully demure way that drove him insane. He grasped her small hand and led her to where he had set up their little meal. She seemed surprised and delighted as she sat across from him.

"Have you made your decision?" He asked her bluntly.

Karai hadn't expected him to ask that. Wiping his face of blood must have really touched him. He didn't even have his invisible wall up. He was like an open book, if she cared to read the pages now he would let her. However she had to be careful. This was a crucial moment. She would need to answer correctly and with the correct emotion and reaction. If he discovered any treachery now she would never be able to meet him again.

"I, don't know what you're asking me Leonardo," Karai said with just the right amount of uncertainty in her voice. Perfect.

"Do you want to come with me? I know that all of this meeting up has built to this point. I know what I want, but I'm more interested in what you want to do. So I'm asking if you've made your decision, stay wherever you've been, or come home with me?" Leo asked again, hopeful of her answer.

This was the moment of truth. She had to say yes, but at the same time there was the deal she'd made with Eric. She trusted no one else in the entire facility to secure the mutagen, so that meant she had to be there when the second shipment came along. Once she went with Leonardo to wherever he resided with his family, she would not be able to easily go back and forth to the Brooklyn labs. In fact it would be impossible since she would then be in the position of having to gain the trust of his brothers and sensei.

Karai cursed Shredder in this moment. This was a trap meant for Leonardo not her, but she had been ensnared as well. Leaving this water tower with Leonardo would be dangerous for many reasons outside the ones Shredder thought he had foreseen. Leonardo was growing impatient. She needed to give him and answer, now.

"Yes, Leonardo. I want to come with you, but on the condition that we do this slowly. It will take much time and effort on my part to gain the trust of your brothers," Karai said. Leo was waiting patiently for her to finish.

"I believe it would be best for me to stay where I am for now, and simply visit with you and your family in your home. It will already be an uncomfortable thing, we should make it as easy as it can be for everyone," Karai said, and Leonardo found he could not argue with the logic. That didn't mean he wouldn't at least try.

"I'm glad to hear your concern Karai, but just come with me tonight. I'll protect you, I won't let them hurt you," Leo said forgetting that he had once again defied his father, and bringing home the source of the disobedience would not be smart to say the least. Karai shook her head.

"I want to come with you. I know that your family will find it hard to accept me, but I don't have to come with you to your home. I can lay low for a while longer. As long as you accept me, Leo," She batted her eyes, and then dropped her lids, just as he liked.

Leonardo smiled and it almost took Karai's breath away. It was beautiful if not fleeting and she knew she wanted to keep seeing it, keep doing things to make him smile like that at her, but it was not to be. Unbeknownst to her Karai had made a critical mistake after all not going home with Leonardo this night. However, as she sat there she felt the mission nearly successfully completed.

Leonardo took a container of grapes, opened it and popped a few into his mouth before gently nudging the bowl to her. He was no longer smiling, but had a pleasant look on his face. They ate in friendship. For the first time Leonardo had openly demonstrated that he now trusted her. Years of loyalty to Shredder would make her betray it. She would make one last ditch effort to win her Master's approval and return to his good graces once again. She would exceed his expectations for the mutant army and he would have her as his right hand as it should be.

Karai was confident in her ability to have cake and also eat it. She saw no reason why it couldn't be that way. Why wouldn't she be able to do what her master wanted, and have a little of what Leo had to offer as well, if not for just a little while? No reason.

Leonardo smiled a little again as they chatted. It would be one of the last few times she saw him in this mood.


	10. Last Ditch Effort

"Allow me to repeat the meaning of what you've said to me Rocksteady," Karai said as she paced back and forth in front of the mutant rhino. "You're telling me that even though I instructed you not to leave any adult alive, an adult did in fact survive the attack, correct?"

"Da." The Russian mutant answered. He wasn't prone to fidgeting, but his small black eyes kept darting around the room, avoiding eye contact with Karai. At times like this, she was almost as bad as the Shredder.

"Not only did the adult mutant survive the attack, you're telling me you believe it tracked you back here to New York, is that also correct?" Karai interrogated. Her voice was calm and she had her hands behind her back, but she was infuriated and also highly concerned about what this meant in regards to her infiltration mission.

This was not good news to hear that someone with a grudge against the Foot was out there exacting revenge or intending to. Furthermore the fact that Rocksteady felt the need to reveal this information instead of dealing with it on his own was also a red flag. If he could have caught and killed this mysterious other mutant without telling her about it, he would have. This needed to be dealt with quickly and quietly.

"Rocksteady, I need you to make a few runs for me. Whoever this is, we need to flush them out. Leave some hints and clues about where you'll be, and when they show up kill them," Karai instructed.

"Da mistress Karai. Rocksteady will do this thing. Just tell me what is plan," Rocksteady said, simply glad to not be undergoing some kind of punishment, at least not yet.

* * *

"C'mon Leo, there's no action tonight, like there was no action the night before, or the night before that, or the night before that, or…" Mikey complained.

"We get it ding dong, now be quiet," Raph warned his little brother, but truth be told he was thinking the same exact thing. He would never leave patrols completely, but Leo was extending the time despite not hearing a peep from the foot clan or any other real enemy.

"It doesn't hurt to be thorough Mikey," Leo said looking out over the seemingly abandoned warehouses. After a few minutes of silence - minus Mikey's continued moaning and groaning in the background - Leo turned towards his brothers.

"C'mon guys, let's call it a night," Leo finally said much to the relief of his brothers.

"Great, that'll give me extra time to work on a project," Donnie mused almost to himself.

"Whatcha working on D?" Mikey asked. He was always curious about the various 'projects' Donnie worked on. You just never knew when an opportunity to pull a prank would present itself.

"I was working on a way to improve some of my staffs. Like I have the extendable one, but I was thinking of creating a staff with a stun on the end," Donnie told him as they headed back to the lair.

"Oooh, sweet D! Can I try it out, please?" Mikey said managing to give puppy dog eyes while jumping through the air. Donnie rolled his.

"Uh, no. Duh. I'm not letting you near a ready source of electricity Mikey. Just forget about it," Donnie said, unable to help himself from smiling. It would kind of be fun to see what Mikey could get up to with a toy like that. Raph would most likely _not_ want to see what Mikey could get up to with a toy like that.

"Aww c'mon D don't be like that man," Mikey pleaded. If Donnie created something like that, there was no way he wasn't going to get his hands on it somehow. It would be well worth a chase and beat down from Raph and Donnie.

"No Mikey I've already said that—" they all stopped in their tracks.

RRROOOoooooooooOOOOOOOHH

"D-did you guys hear that?" Donnie asked, eyes round behind his spectacles.

"What're we deaf? Of course we heard it. Question is, what the hell was it?" Raph questioned.

"Sounded like some kind of tiger or something," Leo said, looking around for the source of the sound.

"Well to be more accurate it sounded like a lion, not a tiger. The roars of the various big cat families are quite distinctive," Donnie said, noting the warning glare from Raph not to go into a detailed ramble about it.

"Are we close to the zoo?" Leo asked, already knowing the answer to that, but not able to think of a single reason outside of that as to why they were hearing what was clearly a roar.

"No we're not. We're several miles away from the zoo and even if we were close, it's the middle of the night. The animals would be in their enclosures," Donnie offered.

The turtles traded confused looks as they waited to hear it again. Several minutes passed but they heard nothing. Finally they had to move on.

"Maybe it's another mutant," Mikey commented as they entered the sewer.

"I doubt that Mikey," Leo said, trying to sound confident.

"I wouldn't be so quick to dismiss it Leo. Who knows how many other animals they experimented on," Donnie said, fully intending to see if he could come up with something on an internet search. Often those supernatural forums made mention of things other people wouldn't believe existed. He'd even found a few mentions of 'mysterious turtle men' terrorizing the city on one such forum.

"Maybe, but don't you think we woulda run into one if that was the case?" Raph asked.

"Perhaps Raph. I mean I don't know for sure what that was, but we all can agree that no human can make that sound. Unless there's a report of a lion loose from the zoo, I don't think we can rule out any possibility," Donnie said as they trudged through the tunnels. They were almost home.

"What do you think about it Leo? Think it's a cat monster mutant out there?" Mikey asked playfully. Leo smirked and wrapped an arm around Mikey's shoulders.

"I dunno Mikey, maybe," he said, not knowing what else to say. There was something about it that bothered him but he couldn't pinpoint why.

In the back of his mind it briefly occurred to him that it had a foot clan connection, but he pushed that away. It was natural for him to associate something unknown and possibly dangerous with their only real known enemy. Still, it didn't sit well with him, and in a few days time he would understand why.

When they got home Leonardo immediately went to his room. He needed to think. He was concerned over the fact that Karai had not yet come with him to meet his family. It seemed as though she was avoiding the very thing that he was certain she wanted to do. He should have been glad about it, as it would seem to alleviate the nagging fear that she wanted to infiltrate them. Surely if that were the goal she would have jumped at the chance to come back with him to the lair. It had been four days since he'd asked her to make a decision. However, she had made excuses about why she had as yet not come with him.

The smell of freshly delivered pizza wafted in and drew him from the confines of his room. He ate and made merry with his brothers, but he couldn't shake the feeling of wrongness niggling at the back of his mind, and worming its way to the pit of his gut. He would ask her in a roundabout way a few questions and hope it wouldn't raise her antennae too much.

* * *

She hadn't had time to change into a cute little kimono for Leo. In fact she hadn't had time to do much of anything the way she really wanted to. It had been four days since Leo asked her to meet his family, and each time she'd had to come up with some excuse as to why that couldn't happen just yet. Soon, he would see the excuses for what they were if he hadn't already. She couldn't keep stalling him, but there was so much to do that she didn't entrust with others.

For one thing Eric hadn't yet delivered on his promise of the second shipment of mutagen. She wasn't actually surprised by that, but his lies were infringing upon her plans with Leo. She couldn't leave while there was a possibility that Eric would come through on the promise of more mutagen. Then there was the little problem of a stray mutant to attend to. Rocksteady still hadn't managed to get rid of whoever or whatever it was that had followed him back to the city. Even the plans to flush out this new creature had been fruitless. Now she was ruing the fact that she had given her best ninjas over to Eric for his use. If they were here now she would have sent them to find and dispatch the new enemy.

Thirdly there was the fact that as far as she knew, Shredder was unaware of the fact that she had not yet officially joined in with Leo and his family. However, it was only a matter of time before he would know it. In fact she didn't put it past Eric to rat her out to Shredder in an effort to bolster his own position and bring her low. Lastly, the issue of creating a mutant army was still of the utmost importance. If she left now, there would be no trustworthy individual available to oversee such an important task. Karai was in an impossible position, but she would have to make it work.

Somehow she had allowed Shredder to maneuver her into this precarious position, and she wondered if it hadn't been on purpose. He rarely did anything without having thought out all possibilities as much as he could. This would have been no exception. Nevertheless, she would prove to him once and for all that she was more than capable of completing any task, and the only one of the clan worthy of ruling the foot in his absence.

Karai made it to the rooftop, but not before Leonardo. He was waiting for her. He came to greet her but something was different. The light in his eyes while not altogether gone, was lessened for lack of a better term. He also looked as if he had something on his mind. Karai knew she would have to tread carefully.

"Konnichiwa Leonardo," Karai said with a sweet smile. He nodded and returned a smile briefly.

"Are you alright Karai?" Leo asked. There was concern there of course but she could tell it was also a lead in question.

"I've been fine Leonardo, really," Karai said, seating herself and still smiling in an attempt to dissuade him from whatever line of questioning he was thinking up in that bald scaly head of his. She would learn that he was not easily taken off course.

"So, you've been alright then, this whole time?" He asked again.

"Listen, Leonardo I know that you've invited me to your home and…" she began.

"And I don't do that lightly. I have never actually invited anyone to our home before, so I'm inclined to take it as an insult when you say you're gonna show, and then you don't. On top of that you offer me excuses about it," Leo was saying as he was unconsciously walking into her personal space.

"You must understand…" she tried to plead. This wasn't good. She had no plausible excuse to make this time, yet she needed one.

She could not go back with him, even though a great part of her wanted to. However she had made another decision as well. To finish what Shredder had her start, and prove to him that she was worthy not only of taking his place when the time came, but that she belonged in his good graces once again.

Leonardo grabbed her around her waist and brought her near his chest plate. With the other hand he cradled her head and bent so that he could speak softly to her.

"I told you not to lie to me. Please don't offer me another excuse. Tell me the truth," Leonardo asked without knowing exactly what he expected to hear.

Karai wanted so very much to lean into his embrace, but it wasn't completely loving. He was holding her in such a way that he wasn't hurting her, but she was readily reminded of his physical prowess, what he was capable of.

"I'm just afraid Leo, that's all," she lied while looking into his eyes. She laid both her open palms on his plastron for sincerity's sake. He pinned her with a long stare before he spoke again.

"No you're not," simple and to the point, and more importantly true. Karai wasn't afraid of going to their lair. In fact she had every intention of going _after_ she settled other matters.

"Are you coming with me tonight Karai?" he asked while stroking a single finger through her hair.

"No, I…" she began but he cut her off.

"Then tell me exactly why," he asked again in that odd soothing way. This was a new tactic in his arsenal and Karai was unprepared for it.

"I'm just waiting for the right time. Maybe I'll be ready in a few day's, I don't know. It's just all moving so fast. What will we do when they don't accept you bringing home a member of the foot clan? What happens when they don't want to accept the woman who helped capture at least three of you? Have you thought about that Leonardo?" Karai said with a mix of concern and fear and anger. All the emotions contrived.

"I've thought about it every single day since we started this," he said cradling her head but no longer stroking her hair.

"Well?" She asked him.

"There's something you aren't telling me Karai. What is it?" He asked her one more time. He thought maybe he could catch the bee with honey this time instead of vinegar. It wasn't working as far as he could tell.

"What do you want from me?!" She demanded angrily. Her anger was only half fake. She knew she had no right to be cross, but he was too damned perceptive and wasn't making this easy. Why couldn't he be a dumb gullible animal like the other mutants she'd come across?

"The truth, but you seem incapable of providing that," he said. His eyes were sad, and she knew that any feelings he had now were surely not false at all.

"I've been truthful the whole time. I can't believe you just said that," Karai said, feigning hurt feelings. She had to keep him holding on just for a day or two more. She looked into his sad eyes and felt something twist in her gut. She hated hurting him like this, and hated herself for feeling anything for him at all.

Karai waited but Leo had no intention of talking anymore. She wanted to try to talk her way out of this, convince him before she left this water tower, but she knew better. He wasn't biting and she knew that sometimes you retreated from battle so you could live to fight another day.

"I don't like this. I'm leaving," she stated, squirming her way out of his arms.

"I don't either," he said, letting her go freely. She wanted to turn around and ask him just what the hell that was supposed to mean, but didn't. What good would that do?

Without another word they both left the water tower. Leo needed to clear his head, and Karai needed to make an army.


	11. A Bitter Pill

They struck out for the old warehouse district on the strength of Leo's hunch. It was a feeling that twisted in his gut, and had been for days. Once again Karai had stalled him and he could no longer deny that she was buying time for something.

He had trusted her. It was a reluctant trust full of pitfalls and stringent conditions, but it was there. This morning in training he had destroyed two punching bags because of the emotional turmoil raging within his heart. He wanted her so bad he could taste it, and not just physically. Leonardo wanted the affection of a woman, her temper, he wanted to not know the first thing about how to deal with a woman in a relationship but have to deal with her anyway. He wanted what Mikey had with April. He didn't care if it was difficult or nearly impossible, he wanted it. He felt a kindred spirit in Karai, and maybe that was his loneliness talking, but Leo didn't think that was entirely the case. What he felt was real and more importantly what he felt from her was real. What was called into question were the circumstances that led her to him.

She'd said that Shredder was dead, she'd told him that the foot clan was largely non-operational because of this fact. Sure there would be a power struggle, he was cut off from society for the most part but he wasn't stupid. Leonardo knew that he would have swept it all under the rug had she simply come home with him. She said she would, but then started waffling on it and that is what raised his antennae. If she wanted to be with him as badly as she said and had led him to believe, then why wouldn't she jump at the chance to do that? Especially since he had pretty much rolled out the red carpet without his family's knowledge let alone their consent, and was ready to deal with the consequences of that – for her.

So it was with a heavy heart and a sinking feeling in his gut that he headed towards the one area in town that he might be able to find answers to his questions. The old warehouse district, now supposedly defunct stomping ground of the supposedly defunct foot clan.

None of the turtles said anything as they moved silently through the city. Leonardo had been acting strange lately and he didn't seem in a talking mood. Even Mikey steered clear of his eldest brother. The last few nights on patrol Leo had been downright mean to any ne'er do wells that they found. He hadn't killed anyone, but he was beating the living shit out of some of them. It had gotten so bad at that last attempted rape that Raph had to pull Leo off the two guys.

Now the brothers just traded looks to one another as they allowed Leo to take the lead. This was the first time in a while that they had been in this neighborhood, mostly due to Leo's insistence that they not come here. Now tonight he was hell bent on coming here and nowhere else. Not even Raph argued about it although there was an abundance of eye-rolling going on when the destination was announced.

They were closer to the Chinatown warehouses, and wouldn't you know there seemed to be some activity.

"Ah, guys is it me or is there something else on one of these other rooftops?" Donnie asked, trying to peer into the darkness. Next to him Raph snorted lightly.

"Yeah I think I see somethin' Don," Raph said easing up next to his brother. Donatello pulled his goggles over his eyes and scanned the surrounding rooftops. What he saw made his jaw drop.

"What is it Donnie?" Leo asked, intrigued. For a second or two Donnie didn't say anything until he was roughly nudged by Raph.

"I think I see what made that roar the other night guys," he said speaking in a whisper.

"Spill it Donnie what is it dude?" Mikey asked impatiently. Slowly taking off his goggles and handing them to Leo, Donnie shrugged eyes wide and slightly glazed over. Leo took the goggles reluctantly while giving Donnie a questioning look. Donnie NEVER handed his goggles to anyone for any reason.

Leo took a look and his breath caught in his throat. It was some sort of lion thing. Now he knew why Donnie couldn't describe what he saw. It was…Leo didn't have the words for it. Majestic came to mind as he saw it stand. Tall was another word when he noted its height. Female was the third word when he noted its shape.

Suddenly Mikey snatched the goggles and looked through them.

"Whoooaa," Mikey said with a slack jaw. Donnie took the goggles from Mikey, and in turn had them snatched out of his hand by Raphael.

"Be careful with those," Donnie fussed giving Raph a look.

"Well shit," Raph said under his breath, as he flopped the googles back to Donnie.

"Raphael!" Donnie whisper-screamed at his brother. "Be careful!"

"Yeah yeah alright, damn," Raph said, getting at least a little amusement from how frantic Donnie was putting his goggles back on his head.

"It looks like we got a mutant on our hands Leo," Raph says. Leo was about to say something until he heard an approaching vehicle.

"Yeah, a mutant and who knows what else. On your P's and Q's guys," Leo said as the van pulled to a halt.

When he saw the foot soldiers exit the van in numbers his heart dropped to his toes. They were removing crates and from the van also emerged the largest mutant he had ever seen. In fact it was the only mutant he had seen besides his own family. Interesting now that the only other two mutants he'd ever seen would show up with some foot soldiers.

Only one thought permeated through his mind; Karai had lied to him. Lied to him to his face and continuously night after night. Leonardo had to stifle the anger he was feeling and swallow it lest he lash out at his brothers. He had already been less than pleasant with them lately. They didn't deserve this new detached Leo. They didn't deserve the betrayal that he was visiting on them while they were unaware.

He wanted to have her, have what his heart so clearly desired almost above all else. Almost. In the end, his personal need for her could not outweigh the needs of his family. They needed him to be their leader, to think clearly, to keep them from danger. Every night he vowed to bring them back unharmed after patrol, and then he would break that vow by plotting to bring destruction to the very doorstep where his brothers and father laid their heads.

Leonardo was beleaguered by his sneaking suspicions, and he couldn't rest until they were put to bed one way or another. He owed this much to his family. He surreptitiously cast glances at all his brothers and felt a guilt so strong it threatened to root him to his spot on the roof. It was only the ferocity of his love for them that kept the guilt at bay. He owed them at least this, and now it seemed he had his answer. The foot clan was alive and well, boasting new mutant man power and several caseloads of weapons to boot.

Leo needed more answers than what his eyes could provide. He wanted one of these men or mutants to tell him verbally that they work for Karai. He wanted to hear it spoken aloud that his intuition was dead on. Usually it was Leo that had to hold his enthusiastic brothers back from jumping the gun. Now it was his turn to jump it. With a growl Leonardo leaped down knowing his brothers would follow him. They always followed him. They trusted him. He was their leader.

* * *

 **A/N: This is just about the end guys. I have about one more chapter, possibly two if I think really hard about it, left for this short story. For those of you unaware, this was backstory, almost a prequel but not quite. If you're dying to read more because you love Leorai, I do continue it in pieces already written.**

 **You will find the continuation of their little tale in Predators and Prey, The Interlude, and House of K. If you've already read those stories, then you know how everything turns out. I will be coming back to them as a couple in a series of one shots, so I'm not quite done with them yet. Thanks so much for reading and reviewing. It means a whole lot to me.**


	12. Without Honor

Leonardo stood menacingly over Karai. His face a steel mask. Where once she could see tenderness, a type of sadness, longing, there was now nothing. His faint smiles, the way he looked at her when he didn't think she noticed, replaced by an iron curtain of sheer focus and willpower.

"You have no honor."

The words stung more than any sword strike, mainly because it was utterly true. She had loyalty yes, but no honor. She did not live by a true warrior's code, but instead survival of the most cruel, not even of the fittest. She had achieved every goal and completed every task set before her through blatant disregard for right and wrong, honor and dishonor, guilty and innocent.

"Leonardo, you must understand…" she began, all while avoiding the captivation of his eyes. They now held nothing but contempt for what he now knew were lies.

"I understand everything," Leonardo said, his voice like daggers in her heart.

"I am alone in this world, Leo. I have no one but you Leo. My master is dead Leonardo," he mimicked her voice with surprising accuracy. In any other situation it would have been comical. Here and now it was laced with contempt and underneath, heartache and the pain of betrayal.

"I understand the lies and deceit, Karai," he said, spitting out her name with venom behind it.

Karai moved towards him slowly, thinking that if she could touch him it might cool his anger a bit. Just enough to rope him back in. As she did so he slowly unsheathed his swords. She stopped in her tracks.

"All those things I told you that I felt were real Leonardo. That is what you must understand," she said softly.

"Liar"

"I told you that I was alone in this world and that is true. I told you that the Foot Clan is nothing, and that is also true," Karai said. Her eyes welled with tears that she willed not to fall.

Incredulity spread across Leonardo's face. Was she actually standing here further insulting him by continuing to blatantly lie to his face? As he watched her blink back tears, it occurred to him that not only was she going to do just that, but she was going to give and Oscar worthy performance as well.

"Usually water quells the destruction and fierceness of fire. Your tears will do no such thing tonight. Your next words to me need not be more lies Karai. Think. Carefully." Leonardo moved a little closer to her, not quite in her personal space.

A long moment of silence stretched between them. Karai barely blinked and she did not turn away from his gaze, nor shrink from the force of his will. The pieces upon the board were now moving, and her cover had been blown. What could he do about it anyway? If all his suspicions materialized into truth, what then? He would not kill her, of that she was fairly certain. She lacked all honor, and he possessed too much.

"He is alive," Karai said flatly.

"The plan?" He asked.

"Ultimately to recreate the mutagen, synthesize it if possible. Create an army to subdue the city…and destroy you and your brothers." There it was, the unadulterated truth.

Leonardo considered this. In his gut he knew this to be the barebones truth of the matter. This plan, if it succeeded would be the undoing of himself and his family, and the tyranny of the Shredder would destroy everyone and everything.

Inexplicably Karai grazed her fingers against the scales of his biceps. Shocked and sadly thrilled by the touch Leonardo made no move, not even to adjust his stance or change the rate of his breathing. Her fingers lingered there for a moment. She had allowed him to touch her, but had never initiated any contact with him. It was strange and oddly sensual although the circumstances couldn't have been more wrong. She removed her hand from his arm.

"Savor that. It was the last time you will ever touch me," Leonardo said looking down at her sternly.

The finality of that statement stung her, although she would not admit this to herself for a long time to come. Leonardo stepped closer and bent down to come eye-to-eye with her.

"Do not call upon me ever again. The next time we meet it will be in battle, and I will remember your lies." He calmly stepped back and away from her. He was letting her off so easy. By all rights he should kill her, but murder was dishonorable and also as far as he could tell she was unarmed. Inside he burned with guilt and anger at his soft heartedness.

Without another word she was gone. Leonardo stood there for a few moments making sure she was really gone. It was only then in the solitude on top of an abandoned water tower did he allow the tears to fall freely. For a moment someone had accepted him, understood him, and connected with him in a way his brothers could not. It had been snatched away from him in an instant. He felt betrayed, but in the end hadn't he been the one betraying himself? Betraying his family and they weren't even aware. Who had really told him those lies? He heard what he wanted to hear, and everyone might pay a very dear price for it.

He gathered himself together and headed back to the lair. It was way past time for a patrol, and he needed to somehow explain how he knew the enemies plans without revealing his shame. Leonardo took leave of the water tower and headed home.

* * *

For all this time Karai had been taking public transportation to and from the water tower. She owned a car, but felt taking the train was more credible to her story. She took a train now, and got off as close as she could to the Brooklyn Bridge. She took the deserted walkway in an effort to gather herself together but she was failing miserably.

Karai had gone with trepidation to the water tower tonight, fully aware that her cover had most likely been blown by that imbecile Rocksteady. Just the mere sight of a mutant like that could have only meant that the foot clan was operational. It didn't matter about all that other sentimental mumbo jumbo, she lied to Leonardo. On some level he probably knew that she was lying but it was fun while it lasted. It was so fucking fun while it lasted.

"Dono yō ni orokana kotodarou ka? (How could you be so stupid?)" She muttered angrily to herself. She stopped and looked out over the river.

The face of the water was a rippling black mass. The city night lights reflected on its surface. She stared down into it, wondering what it would be like to simply forget. Then she cursed herself for the moment of weakness. What kind of kunoich thinks such thoughts?

"Naze anata wa jibun ga kare o aisuru koto ga dekirudeshou ka? (Why would you allow yourself to love him?)" She asked herself. Then the tears fell.

She did love him. Karai was in love with a mutant turtle named Leonardo, and it had taken thirty days or less for it to happen. It was difficult to admit it to herself, even in her private thoughts. It wasn't even his odd yet striking good looks, although it was a bonus. It was something deeper that resonated within her mind and spirit. In Leonardo was the perfect companion and balm to her consuming loneliness. He understood her, he liked being in her company, he was ready to accept her for who and what she was. To the outside world she was every bit the secluded monster that he was, yet he had managed to thrive not in hatred but in love. He loved himself and he loved his family and was receiving it from them in kind.

Karai began to sob loudly as the similarities and contrasts of their existences stole from the night and viciously assaulted her. Leonardo was her other half, her better half, her soul mate. Karai shook her head at the thought. It sounded like one of those movies where lovers overcame impossible odds to be together. She never wasted her time watching them, yet she was living the storyline. Only she would not overcome the obstacles. She had spent too much time creating them to knock them down.

Karai screamed into the night like a banshee, pounding her fist into the iron rails until they bled. She had one chance, just this one chance to seize what lie just beyond her reach and understanding. She had blown it utterly. The mission was a failure, but at this moment she didn't care to have failed Shredder. Contrary to his words, he had been failing her all of her life. Wherever he found her twenty-five years ago, he should have done the world a favor and left her there.

Karai screamed until her throat felt dry and raw, and her voice went hoarse. She slowly sank down to the cold ground, shaking with intermittent sobs and holding herself. She loved Leonardo with a fierceness that she neither understood nor cared to reason out. It just was. The love for him, the need to possess him and have him in her life in every possible way burned within her and was fated to burn forever unrequited. Leonardo could never love her, especially now. She was too tainted, too horrible of a person. Her heart was wicked and black, stained with shame and the blood of innocents. His heart was pure and shone with a light too bright for her to bear. Even in threatening her life there was the purity of justice. The mercy he had shown her was such a stark contrast to all that she had ever known or been taught, and she didn't deserve a single drop of it. He should have collected her head and mounted it proudly on his wall. If she should die at his hands, than she will have died a death more honorable than she would be worthy of.

With great effort Karai stood again, wiping her face with the heels of her hands. It was over. Any chance she had of escape, of happiness was gone now. She had no choice but to throw her efforts into making the mutant army, but she would do it her way. Painfully the seeds of a plan took root in her mind. It would likely not end well for her, but what of it? She had nothing else to lose and nothing to live for. At a full sprint Karai took off across the Brooklyn Bridge. The beginning of her end was close at hand, and she would welcome it with open arms.

* * *

 **A/N: Thanks so much for all the love this story has received. This sites stats no longer work, but I know you guys read it and loved it and that means so much to me.**

 **I have started a new job, so my updating schedule will change a bit. I promise to write a happier love story between your favorite couple Leo and Karai. I don't know when I will do it, but I intend to start posting it within the next few weeks. I first need to write one for Raphael, I've been neglecting him lately.**

 **Also, I am cooking up a story for the Alien/Predator fandoms, so be on the lookout for that. I love you all and thanks once again. :)**


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